CONTRACT 7287 Vender AgreementAgreement No. 7287
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Created by: Prepared for:
Efrem Gonzales Todd Selby
Tec-Refresh, Inc. City of El Segundo
Agreement No. 7287
Ma�Wr.Services ,agreement
This Master Services Agreement ("Agreement") is effective as of the last date on the signature block
("Effective Date") and is made between Tec-Refresh, Inc., a California corporation, located at 100
Bayview Circle, Suite 230, Newport Beach, California 92660 ("Tec-Refresh") and City of El
Segundo, located at 350 Main St, El Segundo, CA 90245 ("Client", and collectively with Tec-
Refresh, the "Parties" or a "Party").
WHEREAS, Tec-Refresh is a Managed Security Services Provider which manages IT services, offer
backup and disaster recovery, provides network visibility, security and network infrastructure and
offers advisory services, business continuity services and cybersecurity services.
WHEREAS Client desires to engage Tec-Refresh to provide the personnel to perform services as
may be set forth on individual Project Work Order(s).
NOW, THEREFORE, in consideration of covenants and agreements contained herein, the parties
hereto agree as follows:
1. Services. Tec-Refresh shall, to the best of its abilities, provide the personnel ("Personnel") and
services ("Services") as may be agreed to between the Parties and as necessary to complete the
project work orders ("Project Work Order"), in the form attached as Appendix B hereto, requested
by the Client.
a. Personnel. Tec-Refresh will source, assess, engage and select Personnel according to the
applicable Project Work Order. Tec-Refresh shall have sole discretion over the personnel used to
provide the Services, provided that Tec-Refresh shall consult with Client and ensure that the
Personnel are in all cases suitably qualified. Tec-Refresh shall use reasonable efforts to provide
the Services through the same personnel for the duration of a Project Work Order, provided that
should the same personnel be unavailable to provide Services to Client and not at the option of
Tec-Refresh, Tec-Refresh may be entitled to replace such personnel with personnel of equivalent
qualification and experience on no less than five (5) business days' notice to Client. Personnel
may include Tec-Refresh's employees, independent contractors, subcontractors, or agents. If any
Personnel of Tec-Refresh is not an employee of Tec-Refresh but a third party engaged by Tec-
Refresh to provide Services to Client (i.e., independent contractors, subcontractors or agents),
Tec-Refresh understands and agrees that (i) Tec-Refresh shall at all times remain responsible for
the performance of and payment for all work by Personnel; (ii) Client shall have no obligation to
such third parties; and (iii) the use of such third parties Personnel shall not cause any increase in
fees, costs, and/or expenses that would otherwise be payable under this Agreement.
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Agreement No. 7287
Furthermore, all third parties Personnel providing Services under this Agreement must meet the
same requirements and level of experience as required by Tec-Refresh and comply with all terms
and conditions of this Agreement, including but not limited to, any obligations of confidentiality
and data privacy.
2. Payments.
Payment shall be made to Tec-Refresh, Inc., 10 Stevens Street #190, Andover, Massachusetts 01810,
in the amount of $2,600.00 and is due net 30. Payment discount terms include a one (1%) percent
discount if the bill is paid within 10 days of receipt.
If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at ten
(10%) percent per year, or the maximum percentage allowed under applicable laws, whichever is less.
Client shall pay all costs of collection, including without limitation, reasonable attorney fees, expert
witness fees and court costs, whether or not litigation is commenced.
In addition to any other right or remedy provided by law, if Client fails to pay for the Services
when due, Tec-Refresh has the option to treat such failure to pay as a material breach of this
Agreement, may stop work on Client's project until undisputed payment in full is received and/or
may cancel this Agreement and/or seek legal remedies.
3. Client Resppnsibilities.
a. Consistent a d Reliable Communication. In many cases Tec-Refresh's work is time sensitive.
Client will use its best efforts to respond to each communication within forty-eight (48) hours.
Tec-Refresh will have no responsibility for delays caused by Client's delayed responses in excess
of 24 hours and delays in responding to communications may cause Tec-Refresh to reassign its
personnel to different projects. Tec-Refresh will require one point of contact during the Project
for clarifying requirements for design, key features, service, security, usability and maintenance
issues. If there is a delay in communications that prevents Tec-Refresh's work from being
completed, the particular delayed task, and all others relying on it, may be put on hold.
b. Client Representative. Client will designate the individual as its representative, authorized
to receive communications from Tec-Refresh, and to make decision of its behalf ("Client
Representative"). Client will inform Tec-Refresh when Client changes the Client Representative.
c. Client Information. Client will only provide Tec-Refresh with information and content that, to
the best of its knowledge, does not infringe upon, nor misappropriate any U.S. patent, copyright,
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teC,refresh::Agreement No. 7287
trademark or trade secret or other proprietary rights of any third party.
4. Data P coc sing and Security..
a. The Client will select and maintain all appropriate passwords and change as necessary.
Client agrees to notify Tec-Refresh immediately if Client has any reason to believe that the
security of its data has been compromised. Except as set forth in section (b) below, Client will be
solely responsible for updating and maintaining all firewalls, virus/malware protection software
as is necessary to protect Client's property.
b. Tec-Refresh shall establish physical and technical safeguards designed to guard against the
destruction, loss or alteration of Client's Personal Data and Personal Information. Without
Limiting the foregoing, Tec-Refresh shall at all times in connection with this Agreement: (i)
maintain and enforce an information security program including administrative, physical and
technical security policies and procedures with respect to its processing of Personal Data (as
defined below) and Personal Information (as defined below) consistent with commercially
reasonable industry practices and standards; (ii) provide technical and organizational safeguards
designed to protects against accidental, unlawful or unauthorized access to or use, destruction,
Loss, or alteration, disclosure, transfer, commingling or processing of such information and ensure
a level of security appropriate to the risks presented by the processing of such information and
the nature of such information, consistent with commercially reasonable industry practice and
standards and (iii) take commercially reasonable efforts to secure its information systems against
"hackers" and others who may seek, without authorization to disrupt, damage, modify, access of
otherwise use the Personal Data and/or Personal Information contained therein.
c. GDPR. If either (i) Directive 94/46/EC of the European Parliament and of the Council on the
protection of individuals with regard to the processing of Personal Data (as defined in the GDPR)
and on the free movement of such data ("Directive"), or (ii) Regulation 2016/679 of the European
Parliament and of the Council on the protection of natural persons with regard to the processing
of Personal Data and on the free movement of such data (General Data Protection Regulation)
("GDPR"), are applicable to the Services provided by Tec-Refresh, then the parties will enter into
a Data Processing Agreement ("DPA") that is acceptable to Client and such DPA shall be
incorporated herein. For the purposes of GDPR, Client shall be considered the "Controller" and
Tec-Refresh shall be considered the "Processor". Controller will determine the necessity of such
an agreement.
d. CCPA. The parties acknowledge and agree that Tec-Refresh may be a service provider for
the purposes of the California Consumer Privacy Act ("CCPA") and may receive Personal
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,f IMNr it aNMe..
Agreement No. 7287
Information) from Client pursuant to this Agreement for a business purpose. Tec-Refresh shall
not sell or share any such Personal Information. Tec-Refresh shall not access, retain, use, disclose
or dispose any Personal Information provided by Client pursuant to this Agreement except as
necessary for the specific purpose of performing the services for Client pursuant to the
Agreement, or otherwise as set forth in this Agreement or as permitted by the CCPA. The terms
"Personal Information," "service provider," "sale," "share", and "sell" are as defined in Section
1798.140 of the CCPA. Tec-Refresh certifies that it understands the restrictions of this section.
5. Intellectual Property Rights.
a. Tec-Refresh agrees that such information, work product, and other results, systems and
information developed by Tec-Refresh and/or Client in connection with such Services (hereinafter
referred to collectively as the "Work Product") shall, to the extent permitted by law, be a "work
made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. 101), and all
Work Product shall remain the sole and exclusive property of Client. To the extent that any
Deliverable does not constitute a "work made for hire" for Client, Tec-Refresh hereby irrevocably
assigns, transfers, and conveys (and agrees to assign, transfer, and convey, without further
consideration) to Client, on a worldwide and perpetual basis, all right, title, and interest in and to
any and all Deliverables (including all intellectual property rights therein). Tec-Refresh agrees to
execute such further documents or take such further actions that may be necessary to register or
enforce Client's intellectual property rights in the Deliverables. Tec-Refresh will assign, and
cause all of its Personnel to assign, tall rights, titles, and interests of Tec-Refresh in and to any
and all such intellectual property rights of the Work Product to Client.
b. Copyright Exceptions: Tec-Refresh may have the right to reuse portions of the created
project, as long as the portions are general solutions to common problems and are not specific to
the Client's project, breach any obligations of confidentiality, nor infringe on any of the Client's
intellectual property.
6. confidentiality. In connection with entering into and performing under this Agreement and each
SOW, each Party may receive or have access to commercially valuable technical and nontechnical
confidential or proprietary information of the other Party (including confidential or proprietary
information of a third party), including information in whatever form, relating to the business of such
Party that is not generally known or available to others, including but not limited to, source code and
documentation for software, trade secrets, know how, customer lists, pricing strategies, payment terms,
the terms of this Agreement and each SOW, marketing and business plans, information concerning such
Party's vendors, and such Party's contemplated plans, strategies and prospects ("Confidential
Information"). Each Party hereby agrees that it will not use or disclose any Confidential Information
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Agreement No. 7287
received from the other Party other than as expressly permitted under the terms and conditions of
this Agreement or expressly authorized in writing by the other Party. Each Party will use the same
degree of care to protect the other Party's Confidential Information as it used to protect its own
Confidential Information of like nature, but in no circumstances less than reasonable care. Neither
Party will disclose the other Party's Confidential Information to any person or entity other than its
officers, principals, employees, and subcontractors who need access to such Confidential
Information in order to effect the intent of this Agreement and who are bound by confidentiality and
non-use terms no less restrictive that those in this Agreement. The restrictions set forth herein do
not apply to Confidential Information that the Receiving Party can demonstrate (a) was known prior
to its disclosure by the Disclosing Party; (b) is or becomes publicly known through no wrongful act
of the Receiving Party; (c) has been rightfully received from a third party authorized to make such
disclosure without restriction; (d) is independently developed by the Receiving Party; (e) has been
approved for release by the Disclosing Party's prior written authorization; or (f) has been disclosed
by court order or as otherwise required by law, provided that the party required to disclose
information provides prompt advance notice thereof, to the extent practicable, to enable the
Disclosing Party to seek a protective order or otherwise prevent such disclosure. The Receiving
Party shall promptly inform the Disclosing Party of all unauthorized disclosures of the Confidential
Information of the Disclosing Party.
7. Non -Solicitation. During the term of this Agreement and continuing for one (1) year following the
termination of the last date of services performed by Tec-Refresh under this Agreement, Client
agrees that it will not solicit nor attempt to solicit, divert or hire away any person or otherwise
recruit or induce any employee of Tec-Refresh, nor of any the contractors, subcontractors, vendors
and/or third party suppliers introduced by Tec-Refresh to Client, to work on any Client project, other
third party or to otherwise terminate their employment with Tec-Refresh to work elsewhere. For the
avoidance of doubt, general solicitations that do not specifically target the Personnel will not be
considered solicitations in breach of this provision.
8. Term; Termination.
a. Term. This Agreement shall be effective upon the date specified at the beginning of this
Agreement, and shall remain in force until the last services have been provided by Tech -Refresh
to Client, unless otherwise terminated as provided herein, provided, however, that this
Agreement shall continue to remain in effect with respect to any Project Work Order already in
effect hereunder until such Project Work Orders are themselves terminated or expired and/or
performance thereunder is completed. The obligations contained in sections 6 (Confidentivality),
7 (Non -Solicitation) and 9 (Indemnification) shall survive the termination of this Agreement for a
period of four (4) years.
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Agreement No. 7287
b. ermi i n Without C u m. Either Party may terminate this Agreement by giving at least
thirty (30) days' written notice to the other party.
c. Terrnin tion with C use, Either party may immediately terminate the Agreement for a
material breach of the Agreement after a written request to thirty (30) days to cure.
In the event of any termination/cancellation of this Agreement, Tec-Refresh may:
(1) Declare all amounts owed to be immediately due and payable;
(2) Enter Client's premises and repossess all supplies, spare parts and other items supplied
by Tec-Refresh hereunder for which payment has not been received; and
(3) Cease performance of all Services hereunder without liability to Service Recipient.
The foregoing rights and remedies of each party hereto shall be in addition to all other rights
and remedies available to them in law and in equity.
a. By Client. Client agrees to defend, indemnify and hold harmless Tec-Refresh and its
affiliates and subsidiaries, and their respective directors, officers, affiliates, employees, personnel,
representatives, and agents from any and all liabilities, costs and expenses, including reasonable
attorneys' fees, arising from third party claims ("Claims") related to or arising from: (a)
infringement of such third party's proprietary rights, including U. S. copyright, patent, trade secret
and trademark rights; (b) any breach by Client of any material representation, warranty or
obligation of Client hereunder.
b. fly Tec-Refresh. Tec-Refresh agrees to defend, indemnify, and hold harmless Client and its
affiliates and subsidiaries, and their respective directors, officers, affiliates, employees, personnel,
representatives, and agents from any allegations related to or arising from: (a) Work Product,
deliverables, developed content, or services (other than Client Property) which infringes or
misappropriates any U.S. patent, copyright, trademark or trade secret or other proprietary right of
such third party, (b) any unauthorized disclosure or loss of Client data or breach of applicable
privacy and data security laws by Tec-Refresh, Personnel, or those acting on its behalf; (c) breach
of any material provision of this Agreement or any applicable SOW by Tec-Refresh or Personnel;
(d) any breach by Tec-Refresh or its Personnel of any material representation, warranty or
obligation of Tec-Refresh hereunder.
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Agreement No. 7287
c. Each indemnified Party shall (a) provide prompt written notice of such claim to the
indemnifying Party, (b) grant the indemnifying Party the sole right to defend such claim using
counsel reasonable acceptable to the indemnified Party, and (c) provide to the indemnifying Party
reasonable assistance in such defense.
10. Representations and Warrantigs.
a. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR REQUIRED BY APPLICABLE
LAW, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES, AND
GUARANTEES WITH RESPECT TO THE TEC-REFRESH SERVICES, SOFTWARE, PRODUCTS,
AND PROGRAMS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR
ORAL OR WRITTEN STATEMENTS BY TEC-REFRESH OR REPRESENTATIVES OR OTHERWISE
(INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTION,
AND FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED, AND
DISCLAIMED. TEC-REFRESH MAKES NO WARRANTY THAT THE SERVICES OR
DELIVERABLES WILL ACHIEVE ANY PARTICULAR CLIENT GOAL OR OBJECTIVE.
b. Each Party represents and warrants that: (i) it is an entity duly organized and validly existing
under the laws of its state of organization; (ii) it has the rights necessary to grant the licenses and
permissions set forth in this Agreement; (iii) the execution of this Agreement and performance of
its obligations do not and will not violate any other agreement to which it is a party; (iv) when
signed by both parties, this Agreement constitutes a legal, valid, and binding obligation; and (v) it
will abide by all Laws applicable to it.
11. Limitation of LigbiLity. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR
A PARTY'S INTENTIONAL OR WILLFUL MISCONDUCT, A PARTY'S MATERIAL BREACH OF
CONFIDENTIALITY, OR A PARTY'S INDEMNITY OBLIGATIONS ("EXCLUDED CLAIMS"), NEITHER
PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR
INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE,
BASED ON CLIENT'S CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA,
GOODWILL, USE OF MONEY OR USE OF THE PRODUCTS / DELIVERABLES, INTERRUPTION IN
USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER
ASSETS OR FAILURE TO OBTAIN DESIRED RESULTS), ARISING OUT OF BREACH OR FAILURE OF
EXPRESS OR IMPLIED WARRANTY, WARRANTY OF MERCHANTABILITY AND FITNESS, BREACH
OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER
USE. EXCEPT FOR EXCLUDED CLAIMS, IN NO EVENT WILL THE AGGREGATE LIABILITY, FOR
EITHER PARTY EXCEED THE FEES PAID BY CLIENT UNDER THE AGREEMENT WITHIN THE ONE
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Agreement No. 7287
(1) MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE OF THE CLAIM(S). The Parties agree
that it may be difficult, if not impossible, to accurately determine the amount of damages that may
be incurred in the event of any breach by the other Party, accordingly, it is agreed that one (1) month
of fees paid in the month immediately prior to the breach, shall constitute the Parties best estimate
of damages, and shall be considered as Liquidated Damages for any breach.
12. Mediation. If a dispute arises out of or relates to this Agreement, or its breach, and the parties
have not been successful in resolving such dispute through negotiation, the Parties agree to attempt
to resolve the dispute through mediation by submitting the dispute to a sole mediator selected by
the Parties or, at any time at the option of a party, to mediation by any recognized alternative
dispute resolution service with offices in Los Angeles County, California. Each Party shall bear its
own expenses and an equal share of the expenses of the mediator and the fees of the mediation
service provider. The Parties, their representatives, other participants and the mediator shall hold
the existence, content and result of the mediation in confidence. If such dispute is not revolved by
such mediation, the Parties shall have the right to resort to any remedies permitted by law. All
defenses based on passage of time shall be tolled pending the termination of the mediation.
Nothing in this clause shall be construed to preclude any Party from seeking injunctive relief at any
time to protect its rights. A request by a Party to a court for such injunctive relief or other equitable
remedies shall not be deemed a waiver of the obligation to mediate.
13. Waiver of Rightto JuryTrial. In the event of a dispute, the Party making a claim will be limited to
equitable relief and to recovery of damages as limited herein. The Parties irrevocably waive trial by
jury in any action, proceeding or counterclaim, whether at law or in equity, brought by either Party.
14. Amendment to Agreement This Agreement cannot be modified or amended in anyway except
by a written instrument signed by both parties.
15. Waiver. No forbearance to exercise any rights or privileges under this Agreement or waiver of
any breach of any of its terms shall be construed as a waiver of any such terms, rights or privileges,
but the same shall continue and remain in full force and effect the same as if no such forbearance or
waiver had occurred.
16. Conflict. Should there be any conflict between the terms and conditions of this Agreement and a
Project Work Order, this Agreement shall prevail as the valid term and condition.
17. Venue and Jurisdiction. In the event of any dispute hereunder, the courts of Los Angeles County,
California shall have exclusive jurisdiction over all such disputes. This Agreement shall be
interpreted in accordance with the laws of the State of California applicable to contracts made and
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Agreement No. 7287
performed entirely in California. The Client expressly consents to personal jurisdiction in Los
Angeles County, and waives any claim of forum non-conveniens.
18. Validity. Should any provision of this Agreement be held to be void, invalid or inoperative by a
court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect the other
provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or
unenforceable provision had not been contained herein.
19. Force Majeure.The Parties shall be relieved of their respective obligations under this Agreement
during a Force Majeure event. "Force Majeure" means any fire, flood, earthquake, pandemic or other
Act of God or public disaster; strike or labor dispute; embargo, riot, war, act of terrorism, insurrection
or civil unrest; pandemic, outbreaks of infectious disease or any other public health crisis, including
quarantine or other employee restrictions, virus, government order, including stay-at-home orders,
or any other cause beyond the reasonable control of the Parties, including any service interruptions
by third parties (e.g.: Amazon Web Service or Google Cloud Platform), but excluding any negligence
or willful misconduct of the Parties. The Parties shall resume their obligations, and the time for a
Party's performance shall be extended for a period similar to the Force Majeure period.
20. Entire Agreement This Agreement and the applicable Service Order constitutes the entire
agreement between the Parties, and supersedes all prior agreements, representations and
understandings of the Parties, written or oral. Contract terms and conditions included in any "click
wrap", "shrink wrap", or other license agreement that accompanies the Services, on any time sheet
approval portal, or provided under any Project Work Order resulting from this Agreement are void and
have no effect unless Client specifically agrees to such license terms in writing.
21. Assignment. This Agreement shall not be assigned by either Party without the consent of the
other Party.
22. Notices. All notices permitted or required under this Agreement shall be in writing and shall be
delivered in person or mailed by first class, registered or certified mail, postage prepaid, to the
address of the Party specified in this Agreement or such other address as either Party may specify
in writing, or to the email addresses noted herein.
23. Counterparts; Electronic Signature. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which together will constitute one
and the same instrument. Counterparts may be signed and/or transmitted by e-mail of a .pdf
document, or using electronic signature technology (e.g., via DocuSign or similar electronic
signature technology), and that such signed electronic record shall be valid and as effective to bind
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Agreement No. 7287
the Party so signing as a paper copy bearing such Party's handwritten signature. The Parties further
consent and agree that (1) to the extent a Party signs this Agreement using electronic signature
technology, by clicking "SIGN", such Party is signing this Agreement electronically, and (2) the
electronic signatures appearing on this Agreement shall be treated, for purposes of validity,
enforceability and admissibility, the same as handwritten signatures.
24. Authority.. The undersigned warrant, covenant and represent that each of them is the agent of
and has authority to execute and bind their principals to the terms of this Agreement if any such
signatory is not a principal executing this Agreement for him or herself.
25. Relationship. Neither the making of this Agreement nor the performance of any provision hereunder
shall be construed to constitute either Party or its personnel as the agent, employee or legal
representative of the other for any purpose, nor shall this Agreement be deemed to establish a joint
venture or partnership between Tec-Refresh and Client or to create any relationship between the parties
hereto other than that of independent contracting parties. Tec-Refresh shall have no authority to bind,
commit, contract for or otherwise obligate Client in any manner whatsoever.
26. Export Control. Tec-Refresh shall not: (a) permit any third party to access or use the Services; or (b)
export any software, technology, or Work Product provided by Tec-Refresh or otherwise remove it from
the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the
generality of the foregoing, Tec-Refresh shall not permit any third party to access or use the Services or
Work Product in, or export such software to, a country subject to a United States embargo (as of the
Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).
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Agreement No. 7287
ACCEPTED AND AGREED TO BY THE AUTHORIZED REPRESENTATIVES OF THE PARTIES:
Clent y o i El Segundo � f
9
Susan Truax,
By:
City Clerk
Name: Paul Silverstein, Acting ITSD Director
Address: 350 Main St, El Segundo, CA 90245
Phone: 310 524 2300
E-Mail: psilverstein@elsegundo.org
M1
Mary
Risk
Client Authorized Representative: (0) Check box if same as above.
Name:
Phone:
E-Mail:
Tec-Refresh, Inc.
Efrem Gonzales
Phone:909-693-4011
E-Mail: efrem.gonzales@tec-refresh.com
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Agreement No. 7287
This engagement will be conducted as a fixed-rate project (pay in terms NET30). The total value for the
Services pursuant to this SOW shall not exceed $2,600.00 as outlined in Sales Proposal QUO-2199
unless otherwise agreed to by both parties via the project change control procedure, as outlined within. A
PCR will be issued specifying the amended value if any changes are needed.
The figures are based upon approved professional services to complete deliverables pursuant to this
SOW. The Tec-Refresh will provide sufficient resources based on the following functional/rate structure.
Subtotal $2,600.00
Tax $0.00
Total $2,600.00
Please initial that you agree to the price and payment schedule.
Upon completion of this Performance Period, Tec-Refresh and Client will have the option to renew this
Agreement for an additional then -stated number of hours at the then -current daily rate for those
resources identified.
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Agreement No. 7287
Appendix.;
• • '
ilia
Project Name Change Number
Requested By Date of Request
Presented To
Change Name
� • .......E . �
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States. 14
Agreement No. 7287
Effect on Project Cost:
Item Description Hours DoLLars
Reduction Increase Reduction hicrease
TotaL Net Change in Cost L-L-
Functional. Project Manager
Approved Signature:
Rejected TitLe: Date:
Tec-Refresh, Inc.
Approved Signature:
Rejected TitLe: Date:
znzslec Refreshcorporation. AKrights reserved. ns'Refresx@ isatrademark nrthe 7ecqeneshCorporation inthe United
States.
15
teorefresh Agreement No. 7287
q
I-WIF-1k:4
of El Segundo
Prepared for:
City of El Segundo
Todd Selby
Prepared by:
Tec-Refresh, Inc.
Efrem Gonzales
SOWM QUO-2199
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Agreement No. 7287
t
THIS STATEMENT OF WORK ("SOW") is entered into by and between City of El Segundo ("Client") and
Tec-Refresh, Inc. ("Tec-Refresh"). This SOW is subject to the terms and conditions contained in the Master
Services Agreement ("MSA") between the parties and is made a part thereof. Any term not otherwise
defined herein shall have the meaning specified in the MSA. In the event of any conflict or inconsistency
between the terms of this SOW and the terms of the MSA, the terms of the MSA shall govern and prevail.
This SOW #QUO-2199 (hereinafter called the "SOW"), effective as of 4/23/2025, is entered into by and
between Tec-Refresh and Client and is subject to the terms and conditions specified below. The Exhibit(s)
to this SOW, if any, shall be deemed to be a part hereof. In the event of any inconsistencies between the
terms of the body of this SOW and the terms of the Exhibit(s) hereto, the terms of the body of this SOW
shall prevail.
This project is pay in terms NET30 and has an estimated start date of 5/1/2025 and end date of
4/30/2026. The following resources will perform work as outlined below:
Functional Role
Phone
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teOrefresh Agreement No. 7287
=
Tec-Refresh shall provide the Services and Deliverables) as follows:
• •.
• Services to perform in relation to Palo Alto Networks and customers ERP System.
d Perform configuration and policy updates on Palo Alto firewalls, including security, NAT, and
application control policies.
• Ensure policies follow security best practices (least privilege, appropriate logging, etc.).
• Review current firewall logs and security policies to identify denied traffic related to the ERP
system.
• Verify internal and external traffic requirements for the ERP system connectivity.
• Monitor and troubleshoot connectivity and performance issues related to firewall traffic.
o Confirm successful ERP connectivity post -policy updates.
Palo Alto Professional Services
• The Client agrees to pay in terms NET30.
• The Client will provide access to Palo Alto environment.
2025 Tec-Refresh Corporation. All rights reserved. Tec-RefreshOO is a trltmark of the Tec-Refresh Corporation in the United States.
te0refresh Agreement No. 7287
The following process will be followed if a change to this SOW is required:.
A Project Change Request (PCR) will be the vehicle for communicating change. The PCR must
describe the change, the rationale for the change, and the effect the change will have on the project.
The designated Project Manager of the requesting party (Tec-Refresh or Client) will review the
proposed change and determine whether to submit the request to the other party.
* Both Project Managers will review the proposed change and approve it for further investigation or
reject it. Tec-Refresh and Client will mutually agree upon any charges for such investigation, if any. If
the investigation is authorized, the Client Project Managers will sign the PCR, which will constitute
approval for the investigation charges. The Tec-Refresh will invoice the Client for any such charges. The
investigation will determine the effect that the implementation of the PCR will have on SOW price,
schedule, and other terms and conditions of the Agreement.
• Upon completion of the investigation, both parties will review the impact of the proposed change
and, if mutually agreed, a change Authorization will be executed.
A written Change Authorization and PCR must be signed by both parties to authorize the
implementation of the investigated changes.
Tec-Refresh shall have fulfilled its obligations when any one of the following first occurs:
o Tec-Refresh accomplishes the activities described within this SOW, including delivery to Client of the
materials listed in the section entitled "Deliverable Materials," and Client accepts such activities and
materials without unreasonable objections. No response from Client within two business days of
deliverables being delivered by Tec-Refresh is deemed acceptance.
# The Tec-Refresh and/or the Client has the right to cancel services or deliverables not yet provided
with 10 business days advance written notice to the other party.
2025 Tec-Refresh Corporation. All rights reserved. Tec-Refresh® is a trll�mark of the Tec-Refresh Corporation in the United States.
teorefresh Agreement No. 7287
Invoice Schedule
The Client will be invoiced for the consulting services and T&L expenses. Standard Contractor invoicing is
assumed to be acceptable. Invoices are due upon receipt and services are pay in terms NET30.
The Client will be invoiced all costs associated with out-of-pocket expenses (including, without limitation, costs,
and expenses related to meals, lodging, local transportation, and any other applicable business expenses) listed
on the invoice as a separate line item. Reimbursement for out-of-pocket expenses in connection with the
performance of this SOW, when authorized and up to the Limits set forth in this SOW, shall be in accordance with
Client's then -current published policies governing travel and associated business expenses, which information
shaLL be provided by the Client Project Manager. The limit of reimbursable costs pursuant to this SOW is
estimated to be 15% of the fees unless otherwise authorized in writing and agreed to by both parties via the
project change control procedure outlined within.
Invoices shall be submitted, referencing this Client's SOW Number to the address indicated above. Each invoice
will reflect charges for the time period being billed and cumulative figures for previous periods. Terms of payment
for each invoice are NET30. The Contractor shall provide Client with sufficient details to support its invoices,
including timesheets for services performed and expense receipts and justifications for authorized expenses
unless otherwise agreed to by the parties. Payments for services invoiced that are not received within 30-days
from the date of invoice will be subject to a 2% penalty per calendar month.
Invoices shall be mailed to the following contact and address:
Ship to Address:
Bill to Address:
Accounts Payable Contact:
Accounts Payable Email Address:
Accounts Payable Phone Number:
Tax Exempt: O Yes O No (If yes, please upload file)
Agreed and Accepted:
Tec-Refresh, Inc.
i
04/30/2025
Efrem Gonzales
City of El. Segundo
I G
Paul Silverstein, Acting ITSD Director
2025 Tec-Refresh Corporation. All rights reserved Tec-Refresho is a tr-�+� emark of the Tec-Refresh Corporation in the United States.
eiCref
ti
Company Address 100 Bayview Circle, Suite 230
Newport Beach, CA 92660
US
Quote # QUO - 2198
Contact Information
Prepared By Matthew Tammaro
Title Sales Operations Admin
Email matt.tammaro@tec-refresh.com
Phone (617)829-9617
Address Information
Totals
Memo Palo Alto Professional Services
Terms and Conditions: Net 30
Please remit all purchase orders and invoices to:
Tec-Refresh, Inc.
10 Stevens Street #190
Andover, MA, 01810
United States
21
Expiration Date 4/30/2025
Opportunity Owner Stephen Carabajal
Contact Name Todd Selby
Title IT Manager
Email tselby@elsegundo.org
Phone +1310-524-2300
Subtotal
Grand Total
$2,600.00
$2,600.00