CONTRACT 6883A AmendmentAgreement No. 6883A
FIRST AMENDMENT TO
AGREEMENT NO. 6883 BETWEEN
THE CITY OF EL SEGUNDO AND
VECTOR RESOURCES, INC. DBA VECTOR USA
THIS FIRST AMENDMENT ("Amendment') to Agreement No. 6883 ("Agreement") is
made and entered into this 26th day of December 2024, by and between the CITY OF EL
SEGUNDO, a general law city and municipal corporation existing under the laws of
California ("CITY"), and VECTOR RESOURCES, INC. DBA VECTOR USA, a California
corporation ("CONSULTANT'). The parties agree as follows:
The Agreement is modified to incorporate the updated terms and conditions
outlined in Attachment 1 to this Amendment, incorporated herein by reference.
2. Section 5 (Term / Time Extension) of the Agreement is modified to extend the term
for the period March 4, 2025 to March 3, 2026.
3. Section 18 (Consideration) of the Agreement is modified to increase the -amount
not to exceed by $4,708.95 from $4,740.15 to $9,449.10, and such additional
$4,708.95 in consideration will apply to the extended term referenced in Section 2,
above.
4. This Amendment may be executed in any number or counterparts, each of which
will be an original, but all of which together constitutes one instrument executed on
the same date. 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. CONSULTANT
warrants that its signatory (or signatories, as applicable) to this Amendment has
the legal authority to enter this Amendment and bind CONSULTANT accordingly.
5. Except as modified by this Amendment, all other terms and conditions of the
Agreement remain the same.
[SIGNATURES ON NEXT PAGE]
Agreement No. 6883A
IN WITNESS WHEREOF the parties hereto have executed this Amendment the day
and year first hereinabove written,
CITY OF EL SEGUND VECTOR RESOURCES, INC. DBA
VECTORUSA
T.... Jose Caideron, Jeff y - an, E�Iutive Vice President
ITSD Director
ATTEST:
�—P'wo Taxpayer ID No. 95-4154511
Susan °Truax,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
�)L. --- -
Joaqui Vazquez,
AssistafIt City Attorney
V(kfflr-\' hvoycj- t1M>!F
Risk Management
Agreement No. 6883A
VectorUSA
�TOR
dba VectorUSA
�uG:iNEVNG
20917 Higgins Court
PEOPLE TI)
Torrance, CA 90501
IN) m"cArcrI:u
P: (310) 436-1000
City of El Segundo
350 Main Street
El Segundo, CA 90245
Project Name
CES - Qognify SMA Renewal
ATTACHMENT 1
VRN 122699-001
Date: 12/16/2024
City of El Segundo
350 Main St
El Segundo, CA USA 90245
Change Name
QQ1
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 3/4/2025 through 3/3/2026.
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
Descri tion
1 1YR Sta CURRENT -Ultimate
75 1YR StayCURRENT - Ultimate
Mfr Mfr
Qognify OC-ULT-B-SMA-E-R
QognifV OC-ULT-IC-SMA-E-R
Unit Price
57.6
nded Price
387.90
4,320.75
Agreement No. 6883A
VTIMFW,•• M4
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.
2gg2j of »tvf at 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 VectorUSA-owned device on the Customer network as required. Customer agrees to furnish VectorUSA with
Adminlstrator-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.
Limiled QW; 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 of Llabifity. 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 VectorUSA) 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.
g 2etaXg, 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.
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.
onffderrtiality, tPutalicatfon andNon-Comnetem 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 relati6nship with the other. Confidential Information does not include any information or development: (i) 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.
Asgiglig= 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.
Ergilding Wage 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. 6883A
VRN 122699-001
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 0 / S or Software, or re -indexing
databases, will be billed separately on a Time and Materials basis.
Aorsltcabla l,a: 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.
�toge ofAere Mg0t, 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.
lalegritl2a j yv;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 shall be is calculated and billed based on the effective tax rates at the date of invoice.
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.
Unless otherwise agreed upon in writing this contract will be executed as a fixed price contract..
Price g&jitantee; 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 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
"rhe 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. .
r Qrdgy;;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:
Labor:
Tax:
Job Total
Prepared For Norman Thorn
Customer Signature
Printed Name
Date
$4,708.65
$4,708.65
Prepared By
VectorUSA Signature
Printed Name
Date
Timothy Sims
Timothy Sims
12/16/2024