Loading...
CONTRACT 6954 One Page Service AgreementAgreement No. 6954 ram%1i - Services Agreemen�t CONTRACTOR: Westnet, LLC DATE: May 21, 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 10 1185 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. ® Comp rehen ive General Liability, 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.,000 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 State Statutes kith 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. ❑ CoDy 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. gubmttted P1 'mow f tc all blanks),, COLOR COPY REQUIRED BACK TO THE CITY 414/24 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 10/01/2023 to 09/30/2024 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. 6. REMEDIES CUMULATIVE. City's rights and remedies under this order are not exclusive and are in addition to any legal rights and remedies. TTITLE. 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. 8.PAYMENT. City will pay Seller after receiving acceptable invoices for materials and supplies delivered and accepted or services rendered and accepted. 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. 14.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. 16.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. PREVAILING WAGES. If required by applicable state law including, without limitation Labor Code §§ 1720 (as amended by AB 975 (2001)), 1771, 1774, 1775, and 1776, Seller must pay its workers prevailing 2024-05-14 Westnet First -In Agreement - Prevailing Wage Updated 4 18 24 wage. It is Seller's responsibility to interpret and implement any prevailing wage requirements and Seller agrees to pay any penalty or civil damage resulting from a violation of the prevailing wage laws. In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem wages are available upon request from City's Engineering Division or the website for State of California Prevailing wage determination at htt . /www.dir.ca. oWDLSRIP D. A copy of the prevailing rate of per diem wages must be posted at the job site. 18. ARTIFICIAL INTELLIGENCE. Seller must not utilize, employ, or incorporate any form artificial intelligence, machine learning, or other similar technologies (collectively, "Al") in the provision of professional services in this Agreement without City's express written consent. The Al prohibition set forth directly above will not apply to general business tools and software that may have Al components but are not directly involved in the execution or delivery of professional services that this Agreement covers, provided that such tools and software do not significantly impact the quality or nature of such services. Seller must promptly notify City, in writing, of any proposal to employ Al in connection its provision of services to the City under this Agreement. City will have the sole discretion to grant or deny such proposal. 19. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. In accordance with Government Code §16.5, the parties agree that this Amendment 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. Seller warrants that its signatory (or signatories, as applicable) to this Agreement has the legal authority to enter this Agreement and bind Licensor accordingly. 20. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, this Agreement takes precedence over any attached exhibit with conflicting provisions. 21. CONSIDERATION. As consideration, City agrees to pay Seller for Seller's services not to exceed a total of $10,000.00 for the work. City will pay for work as specified in the attached Exhibit "A," which is incorporated by reference.. 22. EXHIBITS. Quote 2024-05-14 Westnet First -In Agreement - Prevailinq Wage Updated 4 18 24 Agreement ft(F08% A To: El Segundo Fire Department From: Zulema Perez El Segundo Fire Department Main Street El Segundo. CA 90245 Contact " .1I Total Amount: $9,225.00 Quote ID Q-08580-D2W4 Revision: 6 Shipping Method: Ground Date: 5/16/2024 Payment Terms: Net 30 Effective To: 7/1 /2024 Description: This quote is for El Segundo Fire Department First -In Alerting Basic Annual Maintenance for 10/1/2023 - 9/30/2024 for Fire Stations #1 and #2 quotes Q-03949-K9H3 and Q-03314-K9S2. Quote includes on -site maintenance and 24/7 toll -free technical support. Quote includes "hot spare" equipment and exchange service, remote system maintenance, station diagnostic testing, and monitoring of reported trouble with integrated system operations. Westnet will provide all parts and labor necessary to restore the equipment to working order in accordance with factory specifications in effect at the time the Equipment was purchased. The quote includes UPS battery replacements. However, On-line UPS replacement is not included and will be invoiced separately. The customer to provide VPN access to Westnet for remote adjustments and support. Clarifying Comments: Quote does not include any service or repairs to Comtec equipment. Quote includes prevailing wages. Quote was revised 9/19/2023 to update the effective to date. Quote was revised 10/9/2023 to show the maintenance date of 10/1/2023 - 9/30/2028. Quote was revised 10/9/2023 to include Sourcewell discount pricing under contract #042021-WNT. Quote was revised 10/13/2023 to apply the 5% Sourcewell discount. Quote was revised 1 /2/2024 to update the effective to date. Quote was revised 4/5/2024 to update the pricing and verbiage to include prevailing wage rates. Quote was revised 5/13/2024 to update the pricing. Quote was revised 5/16/2024 to remove years 24-26. Ship To: Bill To: Product ID Product Q Price Sub Total' 10/1/2023 - 9/30/2024 1.0 $9,225.00 $9,225.00 Equipment Total $9,225.00 Install Supplies $0.0 Total Tax ( %) $0.00 RAP Install, Commissioning, and Testing $0,0 FiAP Training One Year Toll Free Technical Support $0.0 $0.0 Total Amount $9,225.00 Agreement No. 6954 NOTE& I , Quote is based on a properly working and installed CAD, radio system(s), station radio(s) and does not include costs for repair or modifications of the CAD, radio system(s), or station radio(s). 2, Any equipment drawings included with this quote are for quoting purposes only and are not to be used as working drawings unless such drawings are labeled "Installation Drawings". See attached Limited Warranty. Manufacturer's warranties apply on all parts. First -In warranty is provided by Westnet and consists of one-year parts and labor. Warranty does not apply to damage resulting from outside agencies or extraneous circumstances. Installation labor for any other items is ninety days. This quote is based on the reasonable assumption that the fire station is prepared to accept the above listed parts and that any existing equipment involved with the fire station alarm be in good working order or that it will be prior to commencement of the First -in installation. Westnet has �Howe�ver shouli an occurrence arise where further parts, labor and/or engineering are required, the customer may be billed at the Purchase Order rate. Any additional parts, labor and/or engineering exceeding $250 will have prior approval, unless otherwise specified by the customer prior to commencement. If payment is not received by 30 (thirty) days from the date of invoice, a late charge of 7.5% per month of the unpaid balance will be charged to that particular invoice.