CONTRACT 6883 One Page Service AgreementAgreement No. 6883
Services Agreement
DATE EMAILED: MARCH 6,2024
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El
Segundo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 20 1011 85 or
equivalent. The amount of insurance set forth below 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 the City, its officials, and employees as
"additional insured's" under said Insurance coverage and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by the City will be excess thereto. Such insurance must 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 the
City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an
authorization to begin work.
® Crrm rehensive General Liabilt"t including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence.
® Auto Liability, including owned, non -owned and hired vehicles with at least:
® $1,000,000 per occurrence.
❑ $100,000 - 300 0 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Compensation Insurance: as required by Stale Statutes with Waiver of Subrogation. (Not needed if Self-employed with
no employees and CONTRACTOR signs statement to this effect.)
® Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @ (310) 524-2340 if you have questions.
❑ C2py,of valid picture I.D. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CITY.
Submitted by (comple�k : COLOR COPY REQUIRED BACKTO THE CITY
Company Name: Vector Resources dba Vector USA
By (Print Name & Title): Robert Messinger, Executive Vice President
Company Street Address: 20917 Higgins Court
City, State, Zip: Torrance, CA 90501
Vendor's Authorized Signature Required:
Date signed: March 7, 2024 V
Phone:310436-1000
FAX:844-270-2973
Vendor's Email Address: tsims@vectorusa com
Vendors Website: httpsllwww.vectorusa.coml
Mail original agreement and insurance to: City of El Segundo —City Clerk 350 Main Street, Room 5, El Segundo, CA 90245-3813
Originator/Department Contact: Cao N en Le
Department Head Approval:
�..
Insurance A rovalc � h
City Attorney City Manager
Date Initiated: March 6.2024
Dale Approved: ei
Dale Approved;.
a _-_
City Clef
Short Services Agreement - Qognify Renewal 24-25 docx 3/6/24
Agreement No. 6883
1.GENERALLY. The materials, supplies, or services (collectively,
"Purchase") covered by this services agreement and purchase order
("order") must be furnished by Seller subject to all the terms and
conditions contained in this order which Seller, in accepting this order,
agrees to be bound by and comply with in all particulars. No other terms
or conditions are binding upon the parties unless subsequently agreed to
in writing. Written acceptance or shipment of all or any portion of the
Purchase covered by this order constitutes unqualified acceptance of all
terms and conditions in this order. The terms of any proposal referred to
in this order are included and made a part of the order only to the extent it
specified the Purchase ordered, the price, and the delivery, and then only
to the extent that such terms are consistent with the terms and conditions
of this order.
2.INSPECTION. The Purchase furnished must be exactly as specified in
this order, free from all defects in Seller's performance, design,
workmanship, and materials, and, except as otherwise provided, is subject
to inspection and test by City at all times and places. If, before final
acceptance, any Purchase is found to be incomplete, or not as specified,
City may reject it, require Seller to correct it without charge, or require
delivery of such Purchase at a reduction in price that is equitable under
the circumstances. If seller is unable or refuses to correct such items
within a time deemed reasonable by City, City may terminate the order in
whole or in part. Seller bears all risks as to rejected Purchases and, in
addition to any costs for which Seller may become liable to City under
other provisions of this order, must reimburse City for all transportation
costs, other related costs incurred, or payments to Seller in accordance
with the terms of this order for unaccepted Purchases. Notwithstanding
City's acceptance of any Purchase, Seller is liable for latent defects, fraud,
or such gross mistakes as constitute fraud.
3.CHANGES. City may make changes within the general scope of this
order in drawings and specifications for specially manufactured supplies,
place of delivery, method of shipment or packing of the order by giving
notice to Seller and subsequently confirming such changes in writing. If
such changes affect the cost of or the time required for performance of
this order, an equitable adjustment in the price or delivery or both must be
made. No change by Seller is allowed without City's written approval.
Any claim by Seller for an adjustment under this section must be made in
writing within thirty (30) days from the date of receipt by Seller of
notification of such change unless City waives this condition in writing.
Nothing in this section excuses Seller from proceeding with performance
of the order as changed.
4. TERMINATION. City may terminate this order at any time, either
verbally or in writing, with or without cause. Should termination occur, City
will pay Seller as full performance until such termination the unit or pro
rata order price for the performed and accepted portion of the Purchase.
City may provide written notice of termination for Seller's default if Seller
refuses or fails to comply with this order. If Seller does not cure such
failure within a reasonable time period, or fails to perform the Purchase
within the time specified (or allowed by extension), Seller will be liable to
City for any excess costs incurred by City.
5.TERM / TIME EXTENSION. This Agreement's term will be from March
4, 2024 to March 3, 2025. City may extend the time for completion if, in
City's sole determination, Seller was delayed because of causes beyond
Seller's control and without Seller's fault or negligence. In the event delay
was caused by City, Seller's sole remedy is limited to recovering money
actually and necessarily expended by Seller because of the delay; there is
no right to recover anticipated profit.
&REMEDIES CUMULATIVE. City's rights and remedies under this order
are not exclusive and are in addition to any legal rights and remedies.
7.TITLE. Title to materials and supplies purchased under this order pass
directly from Seller to City upon City's written acceptance following an
actual inspection and City's opportunity to reject.
&PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted within thirty (30) of receiving said invoices. City will not pay cartage,
shipping, packaging or boxing expenses unless specified in this order. Drafts
will not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from
and against any claim, action, damages, costs (including, without limitation,
attorney's fees), injuries, or liability, arising out of the Purchase or the order, or
their 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 the Purchase or order, or their performance, Seller will defend
City (at City's request and with counsel satisfactory to City) and indemnify City
for any judgment rendered against it or any sums paid out in settlement or
otherwise. For purposes of this section "City" includes City's officers, elected
officials, and employees. It is expressly understood and agreed that the
foregoing provisions will survive termination of this order. The requirements as
to the types and limits of insurance coverage to be maintained by Seller, and
any approval of such insurance by City, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by
Seller pursuant to this order, including, without limitation, to the provisions
concerning indemnification.
10.WARRANTY. Seller agrees that the Purchase is covered by the most
favorable commercial warranties the Seller gives to any customer for the same
or substantially similar supplies or services, or such other more favorable
warranties as is specified in this order. Warranties will be effective
notwithstanding any inspection or acceptance of the Purchase by City.
11.ASSIGNMENT. City may assign this order. Except as to any payment due
under this order, Seller may not assign or subcontract the order without City's
written approval. Should City give consent, it will not relieve Seller from any
obligations under this order and any transferee or subcontractor will be
considered Seller's agent.
12.INSURANCE. Seller must provide the insurance indicated on the face
sheet of this Services Agreement.
13.PERMITS. Seller must procure all necessary permits and licenses, and
abide by all federal, state, and local laws, for performing this order.
%INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act
as an independent contractor and will have control of all work and the manner
in which is it performed. Seller will be free to contract for similar service to be
performed for other employers while under contract with City. Seller 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 order that may appear to give City the right to direct Seller as
to the details of doing the work or to exercise a measure of control over the
work means that Seller will follow the direction of the City as to end results of
the work only.
15.WAIVER. City's review or acceptance of, or payment for, work product
prepared by Seller under this order 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 Seller's performance. A waiver by City of any breach of any term,
covenant, or condition contained in this order 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 order, whether of the same or different character.
%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.
17.CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence of any attached exhibit with
conflicting provisions.
18. CONSIDERATION. As consideration, CITY agrees to pay CONTRACTOR
for CONTRACTOR's services not to exceed a total of $4,740.15 for the work.
CITY will pay for work as specified in the attached Exhibit "A," which is
incorporated by reference.
19.EXHIBITS. Exhibit "A" — Vector USA VRN117850-001
Short Services Agreement - Qognify Renewal 24-25.docx Revised 3/28/23
Anraamant Nn FRRR
VectorUSA VRN 117850-001
ACTOR dba VectorUSA
USAWORTIN 20917 Higgins Court
PEOPU 1O Torrance, CA 90501
'i 1V rK P: 310 436-1000 Date: 2/15/2024
Company Site
City of El Segundo City of El Segundo
350 Main Street 350 Main St
El Segundo, CA 90245 El Segundo, CA USA 90245
Project Name Change Name
CES - Qognify SMA Renewal QQ1
Sco a of Work
VectorUSA will provide the customer with one (1) 1-Year Ocularis Ultimate Base SMA-Enterprise
Renewal and seventy-five (75) 1-Year Ocularis Ultimate Camera License SMA-Enterprise Renewals.
The annual SMA will provide the City with coverage starting 3/4/2024 through 3/3/2025.
No additional camera licenses are included in this quote. No additional labor to install any cameras or
camera licenses are included in this quote.
Base SLC # 905-124563-0013000000PLTLXAAN
t Description Mfr Mfr Unit Price Extended Price
1 1YR Sta CURRENT - Ultimate Qognify 11 oc-ULr-B-sMa-E-R 387.901 387.90
75 1YR Sta CURRENT - Ultimate Qognify oc-ULr-ic-sMA-E-R 58.03 4,352.25
Agreement No. 6883
VRN 117850-001
Assumutions and Exclusions; The above stated assumptions and exclusions are fully integrated and incorporated within the below terms and conditions and
are to be treated as one inclusive document.
Sc2g,q gf, 5rv1 s: VectorUSA agrees to provide the services stated in this Agreement for all Customer Premise Equipment ("Equipment"). VectorUSA does
not warrant that the operation of any listed Equipment shall be uninterrupted. The services to be supplied by VectorUSA for the total charge set forth on this
Agreement shall consist of personnel services required to respond appropriately to Customer incidents and issues, and requests for additional professional
services and materials as required.
Charges for materials and services outside the scope of this Agreement but still required to resolve Customer requests shall be due and payable upon receipt
of an invoice after the completion of the installation, repair, or other service. The charges and all other charges payable to VectorUSA under this Agreement
are exclusive of federal, state or local tax, other than a tax on net income now or hereafter in effect or become applicable to any payment due under this
Agreement, or to the Customer's equipment. The Customer shall file all necessary tax returns and shall pay all such taxes.
Customer agrees to maintain, where required, a full time, dedicated Internet connection and to allow VectorUSA access to the Customer's network
via that Internet connection. Customer agrees to allow VectorUSA employees or subcontractors access to its facilities in order to perform services under this
Agreement. Customer agrees to allow VectorUSA access to the covered Equipment. Customer agrees to allow VectorUSA to load any necessary management
software on their systems and / or install a Vector -owned device on the Customer network as required. Customer agrees to furnish VectorUSA with
Administrator -level password access for all covered Equipment and servers, where necessary. VectorUSA agrees not to prevent Customer from accessing any
Equipment owned by the Customer. If persons other than VectorUSA representatives shall perform maintenance, or repair the Equipment, and as a result
further repair by VectorUSA is required to restore the Equipment to good operating condition, such repair will be made at rates for additional onsite service
established in this Agreement.
Limited Warranty: VectorUSA warrants to the Customer that the material, analysis, data, programs and SERVICES to be delivered or rendered hereunder will
be of the kind and quality designated and will be performed by qualified personnel. VECTOR USA MAKES NO OTHER WARRANTIES, WHETHER WRITTEN,
ORAL, OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LiMitation o • The Customer agrees that VectorUSA will not be liable for any special, incidental, indirect, or consequential damages hereunder,
including but not limited to the loss of profit, or liability to third parties, however caused, whether by the act or negligence of VectorUSA or otherwise. It is
recognized that the Equipment contains memories or other devices which have accumulated substantial data. In no event shall VectorUSA be liable to the
Customer if any such data is lost or rendered inaccurate, regardless of the cause of any such loss or inaccuracy.
VectorUSA's liability on any claim of loss or liability, arising out of or connected with this Agreement (including, but not limited to, loss or liability arising from
VectorUSA's breach of contract of any alleged act or negligence of Vector) shall in no case exceed the total purchase price of services covered under this
Agreement. In no event shall VectorUSA's liability for any services under this Agreement exceed $25,000. VectorUSA will in no way be held responsible and /
or liable for damages, monetary or otherwise, by customer, or any other affected party, in the event of a security breach or network security -related outages,
damages, losses, etc.
In no event shall either VectorUSA or the Customer be liable to the other for any indirect, special, punitive, exemplary, incidental or consequential damages
(including, but not limited to, lost profits, lost business opportunities, or loss of use or equipment down time, and loss of or corruption to data) arising out of
or relating to any portion of this Agreement, regardless of the legal theory under which such damages are sought, and even if VectorUSA has been advised on
the possibility of such damages or loss.
ExcysabIg Delays�. VectorUSA shall not be liable for any failure or delay in furnishing maintenance or spare parts hereunder resulting from fire, explosion,
flood, storm, Act of God, governmental acts, orders or regulations, hostilities, civil disturbances, strikes, labor difficulties, difficulty in obtaining parts,
supplies, or shipping facilities, inability to obtain or delays in obtaining suitable material or facilities required for performance, temporary unavailability of
qualified personnel, failure by Customer to provide full and appropriate access to the covered Equipment, failure of monitoring hardware or software,
Customer Internet connection failure, or other causes beyond VectorUSA's reasonable control.
Exclusions: THIS AGREEMENT DOES NOT INCLUDE THE REPAIR OR REPLACEMENT OF ANY HARDWARE PRODUCT, OR ANY SOFTWARE LICENSING EXCEPT
SOFTWARE INSTALLED AND USED EXCLUSIVELY BY VECTOR USA TO PROVIDE MONITORING AND REPORTING SERVICES. Charges for the above will be on a
Time and Materials basis. The Customer is advised to maintain hardware warranties on covered equipment at their own discretion and expense. Customer is
responsible to assure all software used by the Customer is appropriately licensed.
CgI]flAgntialily. Pub.115&Un N n m t VectorUSA and the Customer agree that any and all information identified by the other as "Confidential" and
/ or "Proprietary", or which, under all of the circumstances, ought reasonably to be treated as Confidential and / or Proprietary, will not be disclosed to any
third person without the express written consent of the other party. Confidential Information includes, but is not limited to, information about the
respective entities' products and services, information relating to purchasing, accounting, pricing, marketing and customers not generally known in the
business in which the entity has been, is or may become engaged and which is developed by, disclosed to, or becomes known as a consequence of or through
each party's relationship with the other. Confidential Information does not include any information or development: (1) which is or subsequently becomes
available to the general public other than through a breach by the receiving party; (ii) which is already known to the receiving party before disclosure by the
disclosing party; (iii) which is developed through the independent efforts of the receiving party; or (iv) which the receiving party rightfully receives from third
parties without restriction as to use. Upon the expiration of the term of this Agreement, VectorUSA shall, and shall instruct its agents to whom Confidential
Information was disclosed pursuant hereto, continue to treat as confidential and preserve the confidentiality of all Confidential Information received from
the Customer.
Neither VectorUSA nor Customer shall directly or indirectly, solicit, recruit or hire any Customer or VectorUSA personnel, whether or not such personnel
performed work for the Customer, during the term of this agreement and for a period of one (1) year after the termination of this agreement. The provisions
of this Section shall survive the termination or expiration of the Agreement.
)nificati_on. The Parties agree to hold each other, their employees, officers, directors, affiliates, and agents harmless from and to defend and indemnify
each other from and against any and all claims, actions, disputes, fines, penalties, liquidated damages, reasonable legal costs, or other loss or liability arising
from the negligent acts or omissions of the Party, its employees, officers, directors, affiliates and agents under this Agreement.
Assignement,, This Agreement may not be assigned by either the Customer or VectorUSA without the prior written consent of the other party. Except for the
prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and
assigns of the parties hereto„
w,i ilijingWW A Unless specifically stated in the scope of work VectorUSA has based this proposal on non -prevailing wage labor rates. If we are informed or
it is determined later that the project is subject to prevailing wage rates for the performance of the public work portion of the contract, VectorUSA will
submit those changes / additional costs that the project may incur will be address in the form of a written change order.
Agreement No. 6883
VRN 117850-001
59ftVare and gneratingE > This Agreement is limited to services specifically defined in this Agreement. It is the responsibility of the Customer to
ensure that all of its files are adequately backed up and that all necessary materials are available, including manufacturer recovery media for software and
other software to be reloaded. In no way is VectorUSA liable for defects or "bugs" in software, or for correcting errors introduced into the data, programs, or
any other software due to hardware failure, or for any cost of reconstructing software or lost data. Any technical support required to restore data integrity or
to make the system function, such as, but not limited to, rebuilding corrupted records, examining files, re -installation of O / S or Software, or re -indexing
databases, will be billed separately on a Time and Materials basis.
ftware and Operatingt m Errors: This Agreement is limited to services specifically defined in this Agreement. It is the responsibility of the Customer to
ensure that all of its files are adequately backed up and that all necessary materials are available, including manufacturer recovery media for software and
other software to be reloaded. In no way is VectorUSA liable for defects or "bugs" in software, or for correcting errors introduced into the data, programs, or
any other software due to hardware failure, or for any cost of reconstructing software or lost data. Any technical support required to restore data integrity or
to make the system function, such as, but not limited to, rebuilding corrupted records, examining files, re -installation of O / S or Software, or re -indexing
databases, will be billed separately on a Time and Materials basis.
gHKghLq Caw: This Agreement shall be governed by the laws of the State of California. It constitutes the entire Agreement between the Customer and
VectorUSA. Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by the Customer for the
repair or maintenance of the Equipment in the Equipment.
Either party may terminate this Agreement at any time for failure of the other to comply with any of its Terms and Conditions.
The Customer represents that he is owner of the Equipment subject to this Agreement or if not the owner, he has authority to enter into the Agreement.
§Eggs of Agreement If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent,
then such provisions shall be enforced to the maximum extent permitted by law, and both the Customer and VectorUSA hereto consent and agree that such
scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not hereby fail, but that the scope of such
provisions shall be curtailed only to the extent necessary to conform to the law.
lr1teetat6!on Ciause: This instrument contains the entire agreement between the parties hereto and supersedes any and all prior written and / or oral
agreements. This Agreement may be altered or modified only in writing signed by the parties hereto.
Sales Tax: Sales Tax shall be is calculated and billed based on the effective tax rates at the date of invoice.
ayment and T r i tions, All payments are due net 30 from the date of invoice. VectorUSA reserves the right to stop work, delay delivery of services and /
or products for failure by customer to pay within terms of this agreement. VectorUSA reserves the right to deem this contract in default immediately and
terminate it if the payment is delinquent more than thirty (30) days. If customer is in default in the payment of the Agreement charge(s) and fails to cure
such default within ten (10) days after receiving written notification of such default, the Customer agrees to pay reasonable collection costs, late charges and
/ or Attorney Fees. Late charges, if levied, shall be assessed at 1.5% monthly or 18% annually.
Contract: Unless otherwise agreed upon in writing this contract will be excecuted as a fixed price contract..
Price Guarantee; Due to the volatility in markets affecting material costs across all product lines we can only guarantee material costs for 30 days unless
otherwise specified. If a purchase order is not received within the guaranteed window any increases will be addressed through a new proposal and / or
change order.
Lead Time DisgIgi er: Lead times on material orders are verified at the time we submit our proposals based on our understanding of the anticipated
project period of performance. With the current volatility in the market driven by supply and demand those lead times cannot be guaranteed past the date of
the proposal. Lead times will be refreshed once a purchase order is received and if any items have lead times that impact the project timeline a Stakeholder
notification will be sent. If needed alternative "equivalent" products may be discussed and if agreed upon substituted to maintain the desired period of
performance
Indemnification: The Parties agree to hold each other, their employees, officers, directors, affiliates, and agents harmless from and to defend and indemnify
each other from and against any and all claims, actions, disputes, fines, penalties, liquidated damages, reasonable legal costs, or other loss or liability arising
from the negligent acts or omissions of the Parry, its employees, officers, directors, affiliates and agents under this Agreement. .
AcceptAcceptqElEy of Order- This quote is valid for 30 days. The prices, specifications and conditions are satisfactory and are hereby accepted. VectorUSA is
authorized to do the work as specified. Signature and Purchase Order due upon acceptance.
Materials: $4,740.15
Labor:
Tax:
Job Total $4,740.15
Prepared For Prepared By Timothy Sims
Customer Signature ...... _ VectorUSA Signature -7e mo* sewd
Printed Name Printed Name Timothy Sims
Date Date 2/15/2024