CONTRACT 6697 Professional Services AgreementAgreement No. 6697
Agreement No.
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
EDGEWOOD VENTURE, LLC DBA SIDEBAR SUMMIT
This AGREEMENT is entered into this 18th day of July, 2023, by and between the CITY
OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and Edgewood
Venture, LLC. DBA Sidebar Summit, a California Limited Liability Company
("CONSULTANT").
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 $47,500 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 Exhibits "A" and "B," which are incorporated by
reference.
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 notify 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.
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4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed, project -based invoice to CITY in accordance
with Exhibit "B."
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. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be performed;
ii. 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, 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.
7. TERM. The term of this Agreement will be from July 18, 2023, to July 31, 2024.
Unless otherwise determined by written amendment between the parties, this Agreement
will terminate in the following instances:
A. Completion of the work specified in Exhibit "A";
B. Termination as stated in Section 15.
8. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until CITY gives
CONSULTANT a written notice to proceed following full execution of this Agreement by
the parties.
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.
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9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, CONSULTANT must notify the Manager within
forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how
such delay interferes with the Agreement's schedule. The Manager will extend the
completion time, when appropriate, for the completion of the contracted services.
10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities,
the main body of this Agreement takes precedence over the attached two 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; and
Bw Exhibit B: Budget.
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 if
any of the events listed in Exhibit "A" are not completed as described in Exhibit "A", as
solely determined by CITY. CITY must compensate CONSULTANT for any work
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satisfactorily completed up to the effective date of the notice of termination
B. CONSULTANT may terminate this Agreement at any time with CITY's mutual
consent. Notice will be in writing at least thirty (30) days before the effective termination
date. If CONSULTANT terminates the agreement prior to completion of the scope
specified in Exhibit "A," the CITY will compensate CONSULTANT for any work
satisfactorily completed up to the effective date of the notice of termination.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in 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. [RESERVED]
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. CITY SEAL AND LOGO. CONSULTANT may only use the CITY's official seal
and logo, as described in El Segundo Municipal Code Chapter 1-3, in materials pertinent
to the Scope of Work identified in Agreement Section 2 and with CITY's prior written
consent.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of
service under this Agreement, no copies, sketches, or graphs of materials, including
graphic artwork, prepared pursuant to this Agreement, will be released by CONSULTANT
to any other person or public CITY without CITY's prior written approval, which shall not
be unreasonably withheld. 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:
i. 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 or wrongful act, error or omission by CONSULTANT
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or any of CONSULTANT's officers, agents, employees, or representatives, in the
performance of this Agreement.
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. 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 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.
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 is it 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
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. [RESERVED]
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23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
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.
Monthly virtual video meetings meets this section's requirements, due to the
CONSUTANT'S Los Altos, California location and the monthly travel expenses will
negatively affect the contract funds and reduce the remaining budget funds to complete
the scope of work.
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 CONSULTANT:
Attention: Vishal Verma, Partner
Edgewood Venture, LLC. DBA Sidebar
Summit
25194 La Rena Lane
Los Altos, CA 94022
650-906-2222
vshal ed ewoodv .com
If to CITY:.
Attention: Barbara Voss, Deputy City
Manager
City of El Segundo
350 Main Street
El Segundo, CA 90245
310-524-2389
bvoss@elsegundo.org
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 properly 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.
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,
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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 Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. 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. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties
on any number of separate counterparts, and all such counterparts so executed constitute
one Agreement binding on all the Parties notwithstanding that all the Parties are not
signatories to the same counterpart. In accordance with Government Code § 16.5, 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 electronic transmission. Such electronic
signature will be treated in all respects as having the same effect as an original signature.
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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. 6697
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IN WITNESS WHEREOF the parties hereto have executed this contract the day and
year first hereinabove written.
CITY OF EL SEGUNDO
Darrell George, City Manager
AT'T' T"
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Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
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Edgewood Venture, LLC DBA Sidebar
Summit
By: Vishal Verma
Title: Partner
Taxpayer ID No. 84-4513254
Joaquin �, Assistant City Attorney
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SIDEBAR SUMMIT
AUGUST 2023
Agreement No. 6697
SIDEBAR SUMMIT
Sidebar Summit is leveraging the amazing connectivity of our
ecosystem to bring together the brightest minds in technology,
entrepreneurship, venture capital, academia, and government.
Our goal is to create spaces for learning, collaboration, and
networking, where attendees can exchange ideas, inspire each
other, and push the boundaries of innovation. Our networking
events, roundtable discussions, and intimate gatherings provide the
perfect opportunity for decision makers, visionaries, and rising
talent to connect and collaborate.
From startups to seasoned industry leaders, professional athletes,
and government officials, our events attract a diverse group of
professionals who are passionate about their communities and the
future of technology.
VISION MISSION
We envision a world where our Our mission is to curate
events serve as a catalyst for exceptional events that
positive change and inspire connect and empower the
new thinking that can shape the world's most innovative and
future of our society. influential individuals.
Agreement No. 6697
Jed York
CEO
SF 49ers
SIDEBAR SUMMIT
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Adam Cheyer
Co -Founder
Siri & Viv Labs
Metta World Peace Megan Kayo
NBA Champion Partner
Los Angeles Lakers Wilson Sonsini
Fiona Ma Matt Mahan
California State Mayor
Treasurer San Jose
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John Chiang
Rocky Pimentel
California State
Executive Chairperson
Treasurer
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Aanchal Gupta Ken Goldman
CVP & CISO President
Microsoft Hillspire
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Sabeer Bhatia
Guru Chahal
Founder
Partner
Hotmail
Lightspeed VP
Jimmy Panetta
Congressman
CA 19th District
Michael Chertoff
US Secretary of
Homeland Security
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Leon Panetta
US Secretary of
Defense
Richard Gephardt
US House of
Representatives
MC Hammer
Rapper
Investor
Bhaskar Ghosh
Partner & CTO
BVC
Herb Lin
Sr. Research Scholar
Stanford University
John Thompson
Partner
Lightspeed VP
Agreement No. 6697
SIDEBAR SUMMIT
Sidebar events are prime opportunities to expand your
network, cultivate relationships, and increase visibility.
CONNECT
Engage with industry leaders and visionaries in tech,
startups, VCs, entrepreneurs, and government officials
EXPOSURE
Increase visibility and awareness for you and your
organization in a targeted and meaningful way
Agreement No. 6697
SIDEBAR SUMMIT
Sidebar Summit:
Artificial Intelligence 2.0 Lightspeed Venture
Sept 5, 2023 Fireside Chat with Legendary
Partners
Entrepreneur Adam Cheyer and
VC Guru Chahal
Sidebar Summit:
SPACE - The Next Frontier
Sept 28, 2023 Fireside Chat with Legendary VC Future Ventures
Steve Jurvetson
Oct 2023 Sidebar Summit: 8VC, San Francisco
Cybersecurity
Nov 2023 Sidebar Summit: Pebble Beach
Fund of Funds: LP Roundtable
Dec 2023 Sidebar Summit: Future of Los Altos Golf &
Semiconductors or 5G event Country Club
*Event details to be confirmed
Agreement No. 6697
SIDEBAR SUMMIT
August 2023 - July 2024.
$47, 500
Annual sponsorship includes admission for City of El
Segundo representative(s) to attend and speak at five
Sidebar Summit events in 2023 in the Silicon Valley. City
of El Segundo's logo to be included on invitations,
marketing materials, social media and website
(www.sidebar a it.com) for all five events.
Sidebar Summit shall facilitate one on one conversations
with event panelist(s) at each of the five events (approx.
15 minutes per meeting).
In addition, City of El Segundo representative(s) to attend
the remaining events till July 2024 for upto 5 events.
1 event with a panel of two to four special
guests (to be mutually agreed upon) from
the entrepreneurial and venture community
to come to El Segundo for a roundtable or
fireside chat.
Agreement No. 6697
SIDEBAR SUMMIT
Where big ideas take off.
CITY OF
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REDWOOD
COLLECTIVE
SIDEBAR SUMMIT
CONTACT US
(650) 906-2222
vishal@edgewoodvp.com
(408) 455-3008
yash@edgewoodvp.com
Agreement No. 6697
Exhibit B
Sidebar Summit Annual Sponsorship
Total Contract Amount: $47,500.00
Invoice Frequency: Day 15 of every 1 month
Contract Payment Schedule
Payment #
Invoice Submission Date
Invoice Amount
1
_..................._..... ._.............._.._._
2
08/15/2023
.._....._._._._._._._.
09/15/2023
$9,500
_._.._._.........._.................. ..
$9,500
3
10/15/2023
$9,500
4
11/15/2023
$9,500
5
12/15/2023
$9,500