CONTRACT 6515 Professional Services AgreementAgreement No. 6515
PROFESSIONAL SERVICES AGREEMENT
'BETWEEN
THE CITY OF EL SEGUNDO AND
NMK CORPORATION
This AGREEMENT is entered into this 29TH day of September 2022, by and
between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY") and NMK CORPORATION, a CALIFORNIA corporation
("CONSULTANT"). The parties agree as follows:
1. CONSIDERATION,
A. As partial consideration, CONSULTANT agrees to perform the work
listed in the SCOPE OF SERVICES, below;
B, As additional consideration, CONSULTANT and CITY agree to abide
by the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum
not -to- exceed $45,000.00 for CONSULTANT's services. CITY may
modify this amount as set forth below. Unless otherwise specified by
written amendment to this Agreement, CITY will pay this sum as specified
in the attached Exhibit 'A" which is incorporated by reference.
D. The parties agree that, upon execution of this Agreement, City
Agreements No. 4954 between parties will be of no further force or
effect and all obligations thereunder will accordingly be discharged.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A,"
which is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies
and materials, equipment, printing, vehicles, transportation, office space
and facilities, and all tests, testing and analyses, calculation, and all other
means whatsoever, except as herein otherwise expressly specified to be
furnished by CITY, necessary or proper to perform and complete the
work and provide the professional services required of CONSULTANT by
this Agreement.
3. PERFORMANCE STANDARDS, While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing
at the time of performance utilized by persons engaged in providing similar services.
CITY will continuously monitor CONSULTANT's services. CITY will notify
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Agreement No. 6515
CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after
such notification to cure any shortcomings to CITY's satisfaction. Costs associated with
curing the deficiencies will be borne by CONSULTANT.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in
Exhibit "A") the tasks performed, the percentage of the task completed during the billing
period, the cumulative
percentage completed for each task, the total cost of that work during the preceding
billing month and a cumulative cash flow curve showing projected and actual
expenditures versus time to date.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not
appropriated sufficient funds for payment of CONSULTANT services beyond the current
fiscal year, this Agreement will cover only those costs incurred up to the conclusion of
the current fiscal year.
6. ADDITIONAL WORK. N/A.
7. FAMILIARITY WITH WORK. By executing this Agreement, CONSULTANT
agrees that it has:
A. Carefully investigated and considered the scope of services to be
performed;
B. Carefully considered how the services should be performed; and
C. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
If services involve work upon any site, CONSULTANT agrees that CONSULTANT has
or will investigate the site and is or will be fully acquainted with the conditions there
existing, before commencing the services hereunder. Should CONSULTANT discover
any latent or unknown conditions that may materially affect the performance of the
services, CONSULTANT will immediately inform CITY of such fact and will not proceed
except at CONSULTANT's own risk until written instructions are received from CITY.
8. TERM. The term of this Agreement will be for 12 months, unless otherwise
terminated pursuant to Section 15.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until.,
CONSULTANT furnishes proof of insurance as required under
Section 23 of this Agreement; and
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Agreement No. 6515
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving
written authorization to proceed, any such professional services are at
CONSULTANT's own risk.
10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibit; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibit appear below:
A. Exhibit A: Master Service Agreement - Scope of Work.
11. CHANGES. CITY may order changes in the services within the general scope of
this Agreement, consisting of additions, deletions, or other revisions, and the contract
sum and the contract time will be adjusted accordingly. All such changes must be
authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY
resulting from changes in the services will be determined in accordance with written
agreement between the parties.
12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
14, WAIVER. CITY's review or acceptance of, or payment for, work product prepared
by CONSULTANT under this Agreement will not be construed to operate as a waiver of
any rights CITY may have under this Agreement or of any cause of action arising from
CONSULTANT's performance. 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.
15. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at
any time with or without cause.
B. CONSULTANT may terminate this Agreement at any time upon thirty
days' written notice.
C. Upon receiving a termination notice, CONSULTANT will immediately
cease performance under this Agreement unless otherwise provided in
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the termination notice. Except as otherwise provided in the termination
notice, any additional work performed by CONSULTANT after receiving
a termination notice will be performed at CONSULTANT's own cost;
CITY will not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials
prepared by CONSULTANT will, at CITY's option, become CITY's
property, and CONSULTANT will receive just and equitable
compensation for any work satisfactorily completed up to the effective
date of notice of termination, not to exceed the total costs under
Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims
for damages that might otherwise arise from CITY's termination under
this Section.
16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports prepared by CONSULTANT under this Agreement
are CITY's property. CONSULTANT may retain copies of said documents and
materials as desired, but will deliver all original materials to CITY upon CITY's written
notice. CITY agrees that use of CONSULTANT's completed work product, for
purposes other than identified in this Agreement, or use of incomplete work product, is
at CITY's own risk.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art
work, prepared pursuant to this Agreement, will be released by CONSULTANT to any
other person or public CITY without CITY's prior written approval. All press releases,
including graphic display information to be published in newspapers or magazines, will
be approved and distributed solely by CITY, unless otherwise provided by written
agreement between the parties.
18. INDEMNIFICATION..
A. CONSULTANT agrees to the following:
Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers,
employees and representatives from and against any and all
suits, actions, or claims, of any character whatever, brought
for, or on account of, any injuries or damages sustained by
any person or property resulting or arising from any negligent
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or wrongful act, error or omission by CONSULTANT or any of
CONSULTANT's officers, agents, employees, or
representatives, in the performance of this Agreement, except
for such loss or damage arising from CITY's sole negligence
or willful misconduct.
ii. Indemnification for other Damages. CONSULTANT 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 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,
CONSULTANT 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 elected and
appointed officials, officers, employees, and volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to
be maintained by CONSULTANT as required by Section 22, and any
approval of said insurance by CITY, are not intended to and will not in
any manner limit or qualify the liabilities and obligations otherwise
assumed by CONSULTANT pursuant to this Agreement, including,
without limitation, to the provisions concerning indemnification.
19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval are prohibited and will be null and void.
20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT
will act as an independent contractor and will have control of all work and the manner in
which it is performed. CONSULTANT will be free to contract for similar service to be
performed for other employers while under contract with CITY. CONSULTANT 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 CONSULTANT as to the
details of doing the work or to exercise a measure of control over the work means that
CONSULTANT will follow the direction of the CITY as to end results of the work only.
21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
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respect to all services and matters covered under this Agreement. CITY will have free
access at all reasonable times to such records, and the right to examine and audit the
same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program
service records for at least three (3) years after termination or final payment under this
Agreement.
22. INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONSULTANT 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:
Professional Liability
Business automobile liability
Workers compensation
Workers compensation
Limits
$2,000,000
$1,000,000
$1,000,000
$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, or equivalent.
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. CITY's additional insured status will apply with respect to liability
and defense of suits arising out of CONSULTANT's acts or omissions.
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. Professional liability coverage will be on an "occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," CONSULTANT will
continue to renew the insurance for a period of three (3) years after this
Agreement expires or is terminated. Such insurance will have the same
coverage and limits as the policy that was in effect during the term of this
Agreement and will cover CONSULTANT for all claims made by CITY
arising out of any errors or omissions of CONSULTANT, or its officers,
employees or agents during the time this Agreement was in effect.
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Agreement No. 6515
D. Automobile coverage will be written on ISO Business Auto Coverage
Form CA 00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY valid Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
a copy of an Additional Insured endorsement confirming CITY has been
given Insured status under the CONSULTANT's General Liability policy,
and such other evidence of insurance or copies 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:Vll."
F, Should CONSULTANT, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from
payments due to CONSULTANT under this Agreement or terminate
pursuant to Section 15.
23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's priorwritten
approval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedule
update.
25. NOTICES. All communications to either party by the other party will be deemed
made when received by such party at its respective name and address as follows:
If to CITY:
City of El Segundo
350 Main Street
El Segundo, CA 90245
Attn: Jose Calderon
If to CONSULTANT:
NMK Corporation
2740 N. Springfield St.
Orange, CA 92867
Attn: Nabeel Khatri
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and proper addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. 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.
26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
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27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed
nor retained any company or person, other than CONSULTANT's bona fide employee,
to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not
paid nor has it agreed to pay any company or person, other than CONSULTANT's
bona fide employee, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement.
Should CONSULTANT breach or violate this warranty, CITY may rescind this
Agreement without liability.
28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit
of any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
29. 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.
30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal,
state, and local laws applicable to this Agreement.
31. ENTIRE AGREEMENT. This Agreement, and its Exhibit, sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. There are 1 Exhibit to this
Agreement. This Agreement will bind and inure to the benefit of the parties to this
Agreement and any subsequent successors and assigns.
32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be
construed simply, as a whole, and in accordance with its fair meaning; it will not be
interpreted strictly for or against either Party.
33. SEVERABILITY. 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.
34. AUTHORITY/MODIFICATION. 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 amendment. CITY's executive manager, or designee, may
execute any such amendment on behalf of CITY.
35. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be
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Agreement No. 6515
entered into in connection with this Agreement will be considered signed when the
signature of a party is delivered by electronic (.pdf) or facsimile transmission. Such
electronic or facsimile signature will be treated in all respects as having the same effect
as an original signature.
36. CAPTIONS. The captions of the paragraphs of this Agreement are for
convenience of reference only and will not affect the interpretation of this
Agreement.
37. TIME IS OF ESSENCE. Time is of the essence for each and every provision
of this Agreement.
38. FORCE MAJEURE. Should performance of this Agreement be prevented due to
fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or
military authority, the natural elements, or other similar causes beyond the Parties'
reasonable control, then the Agreement will immediately terminate without obligation
of either party to the other.
39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY.
CONSULTANT represents that its financial resources, surety and insurance
experience, service experience, completion ability, personnel, current workload,
experience in dealing with private consultants, and experience in dealing with public
agencies all suggest that CONSULTANT is capable of performing the proposed
contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public CITY.
[Signatures on next
page]
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Agreement No. 6515
IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
CITY OF EL SEGUNDO
Darrell George,
City Manager
ATTEST:
41ju
Tra y Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
Joaquirazquez, Deputy
City Att7rney
Jb)�e Caide 'on,`Director, ITSD
41
Hank Lu, N 6k-M-anagement
NMK CORPORATION
AU-IIKZ�-'
Nabeel Khatri, President
Taxpayer ID No. 71-0878531
Agreement No. 6515
EXHIBIT "A"
NMK CORPOI?AiION
PCB Box 3331
CERRITOS, CA 90703
Master Services Agreement
This agreement hereby entered into between City of El Segundo, hereinafter referred to as
"Customer," and NMK Corporation, hereinafter referred to as "Service Provider."
Services Provided
Software applications and/or physical assets covered as part of this Master Services Agreement (MSA) are
listed herein. Included services are defined as those which involve troubleshooting, configuration,
network design, upgrades, and/or implementation work, On -site support is included as part of this service
agreement if deemed necessary. In brief, the service agreement covers:
Existing City of El Segundo Assets:
• Cisco Catalyst 6509 core switch
• Cisco Catalyst 9500 core switch (new)
• Cisco Routers (Voice Gateways) at City Hall and Police
• Cisco Unified Computing System (UCS) server
• Cisco Nexus 9K switches at Equinix
• Cisco Catalyst edge/access switches (various models)
• Cisco Meraki wireless network infrastructure
• Cisco Unified Communications infrastructure
• AT&T SIP trunks for PSTN connectivity (troubleshooting only)
• Palo Alto network firewall
• Microsoft Office 365 e-mail
• Nutanix server infrastructure (including storage)
Basic technical support (via e-mail or phone) of covered equipment and applications
On -site support when remote support is not sufficient
Customer will maintain the necessary hardware and/or software support through manufacture provided
support agreements.
Sites Included
This agreement is limited to the following Customer locations:
City Hall
• Police Department
• Fire Station 1
r Fire Station 2
• Maintenance Yard
0 Rec. Park
0 Aquatics Center
0 City Library
• School Libraries
Agreement No. 6515
NMK C:iR?OR�Iiori
PO Box 3331
CERRHOS, CA 90703
• The Pointe
• Equinix (data center)
Service Level Expectations
Service Provider will assist in support of parts, materials, labor, time, travel, installation, preventative
maintenance and repair maintenance for those components covered under an active manufacturer's
warranty or support agreement (i.e. Cisco SmartNet). Furthermore, a twenty-four (24) hour maximum
limit to bring the system to acceptable functionality is required to effect repairs for sustainability of
Customer's business. This does not hold Service Provider liable for restoration of service to 100% capacity
in the cases of equipment that is not under warranty or where warranty cannot affect rapid re-
deployment of failed assets. Service Provider will work with Customer to appropriate any needed
equipment for restoration if Customer can obtain replacement parts. Repairs and restorations will be
completed as soon as possible in these cases.
Routine expectation of service delivery is to be Monday through Friday, excluding holidays, at various
and/or simultaneous sites. On a case -by -case basis, other times and days may be agreed to by the
Customer in writing.
Coverage and Holidays
Hours covered for the duration of this agreement to be defined as 8:00am — 5:00pm, Monday through
Friday, Pacific Standard Time (PST).
Service Provider will be closed on the following observed holidays unless otherwise noted in this
agreement:
• New Year's Day
• Memorial Day
• Independence Day
• Labor Day
• Thanksgiving
• Day after Thanksgiving
• Christmas Eve
• Christmas Day
Responsibilities and Assumptions
Customer is responsible for the following under this agreement:
• Customer will identify at least one person to work with Service Provider for each
individual service request. This person must be readily available to communicate with
Service Provider and to provide requested information on a timely basis.
• For each service request, Customer is responsible for providing a caller who has the
knowledge to relate the technical aspects of the problem(s) or technical assistant
Agreement No. 6515
NMK CORPORATION
/[/VX PO Box 3331
CER?ITOS, CA 90703
request(s) and receive and interpret any technical advice and instructions given to
Customer by Service Provider.
• Customer is responsible for the backup and/or migration of data, except where noted
otherwise herein.
• Customer to provide access to all equipment covered under this Agreement including
usernames and passwords. If such access is not provided, Service Provider will have
limited capability to respond and may not be able to perform the service requested by
the Customer and defined in this agreement. Service Provider will notify Customer in
writing if this requirement is not met.
• Customer to provide all needed supplies or accessories, attachments, or other devices
incidental to providing services hereunder.
• Customer to provide access to Customer's key personnel including contact numbers
(business and after hours, as applicable). Key personnel shall be defined as those
individuals directly involved with the equipment referenced in this Agreement.
• Customer to provide a list of all contract service agreements, contact names and
telephone numbers, and any applicable contract numbers for all existing vendor service
agreements that may be applicable herein.
Contract Term and Cost
Each contract term is for 12 months and will automatically renew each year unless canceled. A written
notice is required to terminate the contract at least 30 days prior to renewal. The maximum cost for
Services utilized during a contract term should not exceed $45,000, billed in hourly increments at a rate
of $250 per hour. Minimum for remote service call is 2 hours and on -site service call is 4 hours.
Invoicing and Payments
Services provided will be invoiced to the Customer on a monthly basis. All invoices are due payable
within 30 days of receipt (net 30). Payments should be remitted to the following address:
NMK Corporation
2740 N. Springfield St.
Orange, CA 92867
Insurance
Services Provider shall, at its expense, carry and provide the Customer proof of insurance to protect
both Service Provider and Customer from claims of any nature to property and/or personal injury.
Agreement No. 6515
Customer (City ofE1 )
By:
Signature
Printed Name
Board Approval Date
NMKCoxpOnAnow
PO Box333|
Csnm/Oo.CA9O7O3
Service Provider (NIMKCorporation)
By: AIVI-11-W
Signature
NabeefKhatri
Printed Name
President
Title
J1-DO78531
Social Security orTaxpayer |dent0catiom