CONTRACT 7017 One Page Service AgreementAgreement No. 7017
u.
cervices Agreement
CONTRACTOR: ENTERPRISE SECURITY, 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.
® Com rehensive General Liatailit , 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' Comolensation Insurance: as required by State Statutes with 'Waiver of Subretlation. (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.
❑ Cope of valid Oicture I,C, (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�jcorrutaiete all blanks): COLOR COPY UI B T THE C Y
Company Name: Enterprise Security, Inc. gy (Pr' a Title): mpel Trov Laughlin, President
Company Street Address: 22860 Savi Ranch Parkway By Pris ane itpe Sarnuel Trov Lau 11111111111111111111111 hlin, Secrets
City, State, Zip: Yorba Linda, CA 92887 Date Signed: ' Z Z
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Phone: (714) 630-9100
Vendor's Email Address. samuel.hurst@entersecunty.com Vendor's +>awwvw.enters- ....._ -��� .... er.�uretv.ran7�
Originator/Department Contact: Cana Nc t Le
Department Head Approval:
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Insurance Approval: ' �.j"1 4_
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Cit
y Attorney
Date Initiated: July 1, 2024
Dale Approved.
Dale Approved: O1, _
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City_ _m.�..��. �...._...... _--
y Manager City Clerk
Short Services Agreement - Enterprise.docx
Agreement No. 7017
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
rala 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, 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.
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 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.
Short Services Agreement - Enterprise.docx
Agreement No. 7017
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, "AI") in the provision of professional
services in this Agreement without City's express written consent. The At
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 $1,377.95 for the work. City will
pay for work as specified in the attached Exhibit "A," which is incorporated
by reference.
21. EXHIBITS. Exhibit 'A" Sales Quote#60529-1.2, dated June 17, 2024
Short Services Agreement - Enterprise.docx
Agreement No. 7017
0 EnTERPRISE
e c u n i F 1 ii r..
CA LIC #821590
SHIP T D '-- - - — --
CITY OF EL SEGUNDO
350 MAIN STREET
EL SEGUNDO, CA 90245
ENTERPRISE SECURITY, INC. SALES QUOTE
22860 SAVI RANCH PKWY
YORBA LINDA, CA 92887 DATE 6/17/2024
TEL: (714) 630-9100 QUOTE#60529 - 1.2
FAX: (714) 630-9800
8 ILL TO
CITY OF EL: SEGUNDO
ADM IN ISTRATIVESE RVICES 350 MAIN STREET
EL SEGUNDO, CA 90245
PROJECT
CITY OF EL SEGUNDO VELOCITY LICENSE RE NEWAL_1 YEAR
PROJECT PURPOSE
Renewal of The City of El Segundo Identiv Software Support Agreement 2024 — 2025,
D ESC ON
I UNIT PRIDE QTY
LINE TOTAL
REQUESTIFOR IDENTIV RENEWAL LICENSE AGREEMENT FROM CITY OF EL SECa&"h6
INFa"JJ?AdATIONSYSTEMSMANAGENTODD5HE0Y,
VELOCITY SERVER S&�A E SUPPORT AGREEMENT' - 1 YBAf
$673.92 1
$673.92
ACJ' IVE„VE4.00ITY (AV) SOFTWARE MAIN"PENANCE AGREEMENT, I. YR
$604.03 1
$604.03_
HANDLING
$100.00 I,
$100.00
.. _,..., .. SEN- ,
160762
PARTS
$1,277.95
SEN-161224
LABOR
$0.00
Coverage dates: 07/01/2021 - 06/30/2025
TAXES
$0.00
SHIPPING
$100.00
No Labor Requested
TOTAL
$1,377.95
PROJECT EXCLUSIONS & ASSOCIATED RISKS
THIS PROJECT EXPRESSLY EXCLUDES THE FOLLOWING:
1.) N/A
PLEASE REFER TO TERMS AND CONDITIONS FOR ADDITIONAL GENERAL EXCLUSIONS.
REQUIREMENTS BY OWNER
ESI REQUIRES THE FOLLOWING BY THE OWNER
1.) N/A
PAYMENT TERMS
TERMS & INVOICING ARE AS FOLLOWS:
I) ALL INVOICES ARE DUE WITHIN NET 30
2,) ESI TO INVOICE 30% FOR INITIAL MOBILIZATION, ENGINEERING/DRAFTING, AND FOR INITIAL EQUIPMENT AND MATERIALS
3.) ESI SHALL PROGRESS BILL WEEKLY FOR WORK PERFORMED, INSTALLED AND/OR STORED MATERIALS & EQUIPMENT
ENTERPRISE SECURITY, INC. 22860 SAVI RANCH PKWY, YORBA LINDA, CA 92887 TEL: (714) 630-9100 FAX: (714) 630-9800
Agreement No. 7017
Unless identified under a dually executed master contract or otherwise expressly stated in the scope of work above, the following are Enterprise
Security, Inc.'s (EST) terms, conditions, and clarifications that is subject to agreement by the customer upon acceptance of this sales quote:
1. Proposal is valid for 30 days from date of proposal. Please ask your EST representative to refresh any quote that has expired.
2. In order to ensure a timely installation and prior to acceptance by ESI, the Client agrees to provide the following: Signed Purchase Order
or this ESI Proposal, Certificate of Insurance Requirements (if applicable), Building Rules and Regulations (If applicable), Primary Point of
Contact, Schedule, Site plans/drawings, other relevant documentation necessary for ESI to commence with our work.
3. All work will be done using standard labor and shall be performed as straight time between the hours of 7:00 a.m. to 5:00 p.m., Monday
through Friday — excluding ESI identified holidays. Shift work, prevailing wage, union labor, or certified payroll provisions are excluded.
Work performed outside of the hours specified must be approved in advance and may be subject to a change order.
4. Price includes a Standard ESI one-year warranty on equipment provided and installed by ESI. Warranty work shall include parts and
labor between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, except ESI holidays. Warranty work shall not cover
damage due to Acts of God, neglect, theft, or abuse. Out of warranty work shall be performed as a Time and Materials arrangement.
S. Price does not include any work in any areas containing asbestos or lead -based paints. Customer shall notify ESI of any areas containing
these items. Quote does not contain any provisions for any asbestos or lead abatement or other remediation work that may be required.
6. Owner is to provide a secure area for project equipment storage. Once delivered, EST will invoice for stored materials and accepts no
responsibility for losses should they occur thereafter.
7. Customer shall ensure that the environmental conditions in the customer designated communication rooms where the ESI video equipment
is proposed to be located must meet the manufacturers operating requirements.
8. Unless specified and agreed to in writing and based on approved credit with ESI, all invoices are net 30. Shorter or longer terms may
apply depending on account status.
9. New customers will be required to complete a credit application in order to receive payment terms with ESI.
10. No verbal authorizations for change orders will be accepted. All requests and authorizations must be in writing. Any change orders are
subject to same terms and conditions as this agreement,
11. If taxes are proposed, they are based on rates at the time of the proposal. However, invoiced tax rates will be based on the time the
materials are received by the client. It is the obligation of any Tax Exempt Customer to provide adequate proof to ESI at the time of project
acceptance.
12. Unless specified and agreed to in writing, project invoicing will be based on the following schedule - 30% for Initial Engineering, Materials,
and Mobilization; Progress Billing up to 90% with final 10% upon completion.
13. At its discretion, ESI reserves the right to issue a preliminary lien notice.
14, As part of the terms of sale, acceptable forms of payment are electronic funds transfer (please inquire about instructions) & Corporate
Checks. Credit card payments are accepted, but are subject to a 3% transaction fee.
15. ESI offers an early payment discount to all established accounts - 1% net 10.
16. The proposal is based on the information, plans and specifications issued by the owner and/or their representative(s). Proposal includes
equipment as listed based on design information available at time of proposal. Additional equipment and design changes will be quoted
and billed as change orders.
17. ESI makes every reasonable measure and effort to timely acquire materials and equipment based on the schedule provided at the time of
the quote and its acceptance. ESI will not be responsible for product or material delays resulting from manufacturer end of life, production
or shipping.
18. Unless expressly identified, ESI includes the cost of standard freight on all equipment from manufacturers and distributors.
19. All electrical rough in, fire treated backboard, 110 circuit power, hard piping of power supplies, door prep, door coring, fire door
recertification, fire penetrations, conduit, trenching, backfill, lifts, and/or other construction equipment, are by others. ESI recommends
that all power supplies be hard piped.
20. Network racks, switches, UPS, TAN drops, servers, workstations, phone lines, static IP addresses and other network connections are by
other.
21. Removal of existing equipment and associated disposal costs are excluded.
22. Cutting, patching, repairing, and painting is excluded.
23. Re -keying and installation of lock cores are excluded from ESI scope.
24. Issuance and enrollment of card credentials is by others.
25. All permit fees are excluded from the scope. Any associated fees would be passed through to the customer. If a complete submittal is
required by the AHJ (Authority Having Jurisdiction), a change order may be issued.
26. This proposal excludes any costs associated with bonding, liquidated damages, additional insurance requirements above our existing
insurance coverage, travel, per diem, or licenses.
27. Some manufactures require enrollment in a software service agreement (SSA) for ongoing technical support. ESI recommends that the
customer maintain an active SSA for these systems. Please ask your ESI representative for a current quote.
28, ESI will supply all equipment and approved low voltage cable in the quantities listed in the equipment list. Materials not explicitly listed
herein are "by other" and are excluded from this scope of work. No assumptions should be made regarding what materials will be provided
by ESI, other than what is listed in the above description.
29. Related equipment and materials that are provided by others shall also be installed and subsequently warrantied by others.
30. If wire is provided and installed by others, the contracted vendor shall be responsible for all equipment, labor and costs associated with
that scope. This includes, but is not limited to, providing all wire that is required and meets ESI and manufacturing specifications, providing
all hangers, strapping, and support that is required and meets ESI and local AHJ standards, providing wire that is clearly and correctly
labeled, tested, and with adequate service loop. Any missing, damaged, or incorrectly installed wire shall be corrected prior to ESI
commencing with their work. Delays impacting ESI or its contractors which is a result from missing or incorrectly installed wire will be
subject to a Change Order. ESI shall not be expected to make up time resulting from these delays. ESI shall not be responsible for any
permits associated with wire provided or installed by others. Warranty and support for this equipment is expressly excluded.
31. If electrified locks are provided and installed by others, the contracted vendor shall be responsible for all equipment, labor and costs
associated with that scope. This includes, but is not limited to, providing all electrified locks that are required and meets EST and local AHJ
standards, providing transfer wire from lock to hinge, testing all functionalities, and installing hardware so that ESI would simply terminate
to CST provided Wires Any missin§„ darrfaged, or incorrectly installed har&4ahe shall be corrected prior to ESI commercng wi fi'(h�!r
work. Delays impacting ESI or its contractors which is a result from missing or incorrectly installed hardware will be subject to a Change
Order. ESI shall not be expected to make up time resulting from these delays. EST shall not be responsible for any permits associated with
electrified locks provided or installed by others. Warranty and support for this equipment is expressly excluded.
ENTERPRISE SECURITY, INC. 22860 SAVI RANCH PKWY, YORBA LINDA, CA 92887 TEL: (714) 630-9100 FAX: (714) 630-9800
Agreement No. 7017
32, Material damages and/or scheduling delays as a result of others may result in a change order by ESI.
Sam Hurst, Account E�xecuRv' e � � CUSTOMER SIGNATURE DATE
TEL: (714) 630-9100
sam.hurst@entersecurity.com _ _
�PONUMBER AMOUNT
ENTERPRISE SECURITY, INC. 22860 SAVI RANCH PKWY, YORBA LINDA, CA 92887
TEL: (714) 630-9100 FAX: (714) 630-9800