Loading...
CONTRACT 7078 One Page Service AgreementAgreement No. 7078 d wwc_ aw bervices Agreement CONTRACTOR: ESO SOLUTIONS, 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. ® Comorehensiye General La.., bility, 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. ❑ S100 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. ® " orekers' Com ensation Insul°ante: as required by State Statutes with Waiver of Subro adon. (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 (complele all blanks): COLOR COPY REQUIRED BACK TO THE CITY Company Name: ESO Solutions, Inc, (a Texas corporation)- y Company Street Address: 11500 Alterra Pkwy., Suite 100 City, State, Zip: Austin, TX 78758 Phone: (801) 935-1822 Vendor's Email address: gregory.an>< rson@eso.com Originator/Department Contact: Department Head Approval: Insurance Approval: City Altome City Man ger Short Services Agreement - ESO Solutions.docx By: Robert Munden, Chief Legal & Comp Date signed: FAX: 512 687 5190 Vendors Web site: hftps://www.eso.com/ Officer Date Initiated: July 1, 2024 Date Approved: - ? - Date Approved: City Clerk Agreement No. 7078 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 I 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. &REMEDIES CUMULATIVE. City's rights and remedies under this order are not exclusive and are in addition to any legal rights and remedies. Short Services Agreement - ESO Solutions.docx 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, allorney'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. Agreement No. 7078 %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 leaming, 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. 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 $500 for the work. City will pay for work as specified in the attached Exhibit "A," which is incorporated by reference.. 21. EXHIBITS. Exhibit "A", ESO Quote Q-167284, dated June 26, 2024. Short Services Agreement - ESO Solutions.docx Agreement No. 7078 DocuSign Envelope ID: B39A43D2-272E-414F-AF58-26D3337761B5 e4so Exhibit "A" Please fill in your contact information below: Agreement No. 7078 DocuSign Envelope ID: B39A43D2-272E-414F-AF58-26D3337761B5 0450 CUSTOMER CONTACT Customer El Segundo Fire Department Name Vanessa Arias Email varias@elsegundo.org Phone (310) 524-2395 Tiwffffi�� Payor El Segundo Fire Department Name Lennis GOMEZ Email accountspayable@elsegu ndo.org Phone (310) 524-2236 Quote Date: 06/26/2024 Customer Name: El Segundo Fire Department Quote N: Q-167284 Quote Expiration date: 09/24/2024 ESO Account Manager: Viviana Pena Address Billing Frequency Initial Term 314 Main Street El Segundo CA, 90246 Annual 12 months ER Fire - Historical Data Access 1 $500.00 Recurring Total Recurring Fees Total One -Time Fees 500.00 0.00 TOTAL FEES $ 500.00 DocuSign Envelope ID: B39A43D2-272E-414F-AF58-26D3337761 B5 eso TERMS AND CONDITIONS: Agreement No. 7078 Quote Date: 06/26/2024 Customer Blame: El Segundo Fire Department Quote Bt: Q-167284 Quote: Expiration date: 09/24/2024 ESO Account Manager: Viviana Pena 1. If the Customer indicated above has an ESO Master Subscription and License Agreement (MSLA) dated on or after February 20, 2017, then that MSLA will govern this Quote. Otherwise, Customer intends and agrees that this Quote adopts and incorporates the terms and conditions of the ESA and associated HIPAA business associate agreement hosted at the following web address, and that the products and services ordered above are subject thereto: htt : ,es .+gym I pga I tell _m The Effective Date of this Quote shall be the date of Customer's signature. 3. Customer is responsible for the payment of all Fees shown. ESO will accept Fee payment from a payor (if indicated above) if ESO has an appropriate agreement with the Payor. 4. ESO reserves the right to not accept any Quote signed after the Quote Expiration Date. El Segundo Fire Department Signature: Print Name: Title: Date: For ER Fire, the following payment terms apply: Fees are invoiced at the Billing Frequency 15 days after the Effective Date, with recurring fees due on the anniversary. Agreement No. 7078 Quote Date: 06/26/2024 Customer Name: El Segundo Fire Department Quote #: Q-167284 Quote Expiration date: 09/24/2024 ESO Account Manager: Viviana Pena ER Fire - Historical Data Access Agreement No. 7078 Certificate Of Completion Envelope Id: B39A43D2272E414FAF5826D333776lB5 Subject: Documents for your DocuSign Signature Source Envelope: Document Pages: 4 Signatures: 0 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 6/26/2024 7:52:19 AM Signer Events Evan Siefke esiefke@elsegundo.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Contracts Team contracts@eso.com VERY Important Guy Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/18/2021 8:58:06 AM ID: acf9bbd4-5910Ae13-a61b-aa963b94af22 Vanessa Arias varias@elsegundo.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Notary Events Envelope Summary Events Envelope Sent Holder: Viviana Pena viviana.pena@eso.com Signature Signature Status Status Status Status Status COPIE Signature Signature Status Hashed/Encrypted DocuSign. Status: Sent Envelope Originator: Viviana Pena 11500 Alterra Parkway Austin, TX 78758 viviana.pena@eso.com IP Address:52.40.154.108 Location: DocuSign Timestamp Sent: 6/26/2024 7:57:15 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 6/26/2024 7:57:16 AM Sent: 6/26/2024 7:57:15 AM Viewed: 6/26/2024 8:08:47 AM Timestamp Timestamp Timestamps 6/26/2024 7:57:16 AM Agreement No. 7078 Payment Events Status Timestamps Electronic Record and Signature Disclosure Agreement No. 7078 Electronic Record and Signature Disclosure created on: 5/16/2017 9:37:10 AM Parties agreed to: Contracts Team CONSUMER DISCLOSURE From time to time, ESO Solutions (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the `I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign `Withdraw Consent' form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Agreement No. 7078 How to contact ESO Solutions: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: peter.quadrino@esosolutions.com To advise ESO Solutions of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at peter.quadrino@esosolutions.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system. To request paper copies from ESO Solutions To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to peter.quadrino@esosohitions.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with ESO Solutions To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to peter.quadrino@esosolutions.com and in the body of such request you must state your e-mail, fiill name, US Postal Address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Windows® 2000, Windows® XP, Windows Vista®; Mac OS® X Systems: 'Final release versions of Internet Explorer® 6.0 or above (Windows only); Browsers: 'Mozilla Firefox 2.0 or above (Windows and Mac); SafariTM 3.0 or above (Mac only) PDF Reader: Acrobat® or similar software may be required to view and print PDF files Screen 800 x 600 minimum Resolution: Agreement No. 7078 Enabled Security Allow per session cookies Settings: ** These minimum requirements are subject to change. If these requirements change, you will be asked to re -accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the `I agree' button below. By checking the `I agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify ESO Solutions as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by ESO Solutions during the course of my relationship with you.