CONTRACT 7004 One Page Service AgreementAgreement No. 7004
e ices Agreement
CONTRACTOR: HAZADAPT, INC. DATE: JULY 1, 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.
® Corn rehensive General Liabitit 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 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.
❑ Copy 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 ,complete all bl'anksl: COLOR COPY REQUIREDI
Company Name: HazAdapt, Inc.
B P y ( Name & Title):Virginla Katz, President
Company Street Address: 3200 SE Midvale Dr, Suite F102
By (Pbit Name & Tltle):Virginia Katz, Secr
City, State, Zip: Corvallis, OR 97333
Date signed:
Phone: 541-991-8115
FAX:
Vendor's Email address: gkatz@hazadapt.com
Vendor's Web site: hftps://www.hazadapt.com/
Originator/Department Contact: Cao No en Le
Department Head Approval:
Insurance Approval:
9
MM
City Attorney] City Manager
Date Initiated, Jul 1 2024
Date Approved: '2
Date Approved:
City Cler
Short Services Agreement-HazAdapt. docx
Agreement No. 7004
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 1 TIME EXTENSION. This Agreement's term will be from July 1,
2024 to June 30, 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, Sellers 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. 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 anyjudgment 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 Sellerwill
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.
Short Services Agreement-HazAdapt.docx
Agreement No. 7004
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. 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 AI
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.
18. 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.
19. CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence over any attached exhibit
with conflicting provisions.
20. CONSIDERATION. As consideration, City agrees to pay Seller for
Seller's services not to exceed a total of $8,955 for the work. City will pay
for work as specified in the attached Exhibit "A," which is incorporated by
reference..
21. EXHIBITS. Exhibit "A", Quote Sheet, HazAdapt Local Safety
Information
Short Services Agreement-HazAdapt.docx
Agreement No. 7004
. .........
4
Todd De Voe, CEMI Emergency Management
City of El Segundo Fire Department
Prepared by: Ginny Katz, HazAdapt Community Partner
2/2/2024
HazAdapt Local Safety Information ...... ..............�.....,.,. 8��yr
COST BASED ON INFORMATION PROPOSED
Hazard Content
Type of content add
Cost per year
1
Extreme Heat
Add an emergency alert sign-up link
$1,080
2
Extreme Cold
Add an emergency alert sign-up link
$1,080
3
Flooding
Add an emergency alert sign-up link
$1,080
4
Tsunami
Add an emergency alert sign-up link
$1,080
5
6
Earthquake
El Segundo Volunteer
Guide
- CERT
- Radio
Add an emergency alert sign-up link
Add a full guide with prep, response,
and recovery volunteer instructions,
training, and resources.
$1,080
$3,240
One-time installation and translation fee
$315
Total
$8.955
By signing below, you confirm your authorization to accept this quote on behalf of your
organization and that the above -listed Local Safety Information items and services
proposed by HazAdapt. If you would like to edit or adjust the items listed, please let your
HazAdapt Community Partner know before signing. Moving forward after signing,
1 of 2
Agreement No. 7004
CommunityResilience o oI
adjustments to the amount of services offered will be documented by addendums.
This quote has been reviewed and confirmed by the undersigned. By signing this
document, I confirm I would like to move forward with the purchase of a HazAdapt Local
Safety Information service.
Printed Name:
Authorized Signature:
Official Title of Person Signing:
HazAdapt Inc.
Tax -ID 84-2208538
Est. 2019 Corvallis, OR
Contact: Ginny Katz
Business Phone: 541-991-8115
Cell: 210-860-9383
gkatz@hazadapt.com
2 of 2