CONTRACT 7357 Professional Services AgreementAgreement No. 7357
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PROFESSIONAL
BETWEEN
THE CITY OF • AND
TINOSI,
This AGREEMENT is entered into this 1st day of July, 2025, by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and
TINOSI, INC. A CALIFORNIA CORPORATION ("CONSULTANT").
A. As partial consideration, CONSULTANT agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by
the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not
to exceed $30,000 for CONSULTANT's services. CITY may modify this
amount as set forth below. Unless otherwise specified by written
amendment to this Agreement, CITY will pay this sum as specified in the
attached Exhibit "A," which is incorporated by reference.
A. CONSULTANT will perform services listed in the attached Exhibit "A,"
which is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies
and materials, equipment, printing, vehicles, transportation, office space
and facilities, and all tests, testing and analyses, calculation, and all other
means whatsoever, except as herein otherwise expressly specified to be
furnished by CITY, necessary or proper to perform and complete the work
and provide the professional services required of CONSULTANT by this
Agreement.
3. PERFORMANCE T D D. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at
the time of performance utilized by persons engaged in providing similar services. CITY
will continuously monitor CONSULTANTs services. CITY will notify CONSULTANT of
any deficiencies and CONSULTANT will have fifteen (15) days after such notification to
cure any shortcomings to CITY's satisfaction. Costs associated with curing the
deficiencies will be borne by CONSULTANT.
Agreement No. 7357
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period, the cumulabve percentage completed for each task, the total cost of that work
during the preceding billing month and a cumulative cash flow curve showing projected
and actual expenditures versus time to date.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTA
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not
appropriated sufficient funds for payment of CONSULTANT services beyond the curre
fiscal year, this Agreement will cover only those costs incurred up to the conclusion of
the current fiscal year.
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Carefully investigated and considered the scope of services to b�
performed;
Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
13If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONSULTANT discover any latent or
unknown conditions that may materially affect the performance of the
services, CONSULTANT will immediately inform CITY of such fact and will
not proceed except at CONSULTANT's own risk until written instructions
are received from CITY.
7. TERM. The term of this Agreement will be from July 1, 2025, to June 30, 2026.
Unless otherwise determined by written amendment between the parties, this
Agreement will terminate in the following instances:
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Agreement No. 7357
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Section 22 of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
13Should CONSULTANT begin work on any phase in advance of receiving
written authorization to proceed, any such professional services are al
CONSULTANT's own risk.
10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
11. CHANGES. CITY may order changes in the services within the general scope of
this Agreement, consisting of additions, deletions, or other revisions, and the contract
sum and the contract time will be adjusted accordingly. AJI such changes must be
authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY
resulting from changes in the services will be determined in accordance with written
agreement between the parties.
12JAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13.PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
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Agreement No. 7357
or condition contained in this Agreement 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 Agreement, whether of the same or different character.
A. Except as otherwise provided, CITY may terminate this Agreement at any
fine with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before the
effective termination date.
C, Upon receiving a termination notice, CONSULTANT will immediately
cease performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice,
any additional work performed by CONSULTANT after receiving a
termination notice will be performed at CONSULTANTs own cost; CITY
will not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared by
CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will receive just and equitable compensation for any work
satisfactorily completed up to the effective date of nofice of termination,
not to exceed the total costs under Section I (C).
E. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
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Agreement No. 7357
agreementbe approved and distributed solely by CITY, unless otherwise provided by written
between
lndemniflcation for Professional Services. CONSULTANT
-:ave harmless andindemnify! at CITY's request reimburse
defensecosts for !, all its officers, volunteers,
employees 7;representativesfrom #against
• or ofwhatever,brought
for, or on account of, any injuries or damages sustained by
any person or property resulting or arising from any negligent
or wrongful act, error or omission by CONSULTANT or any of
CONSULTANT's officers, agents, employees,or
representatives,performance of Agreement.
1 Indemnirication for other Damages. CONSULTANT Indemnifles
and holds CITY harmless from and against any claim, action,
damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its
performance. Should CITY be named in any suit, or should
any claim be brought againstbysuitor otherwise,
the same be groundless • r not,arising ! of
or performance, defend
indemnify CITY (at CITY's
request and with counsel satisfactory to CITY) and will
for any judgment • • against or
sums paid out settlement or
B. For purposes of this secfion "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
it is expressly understoodand agreed - foregoing provisions will
survive termination of • _
D. The requirementsto the typesand limits of insurance coverage to be
maintained by CONSULTANT as required by Section 22, and any
approval of said insurance by CITY, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
MASSIGNABILITY. This Agreement is for CONSULTANTs professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval prohibited •: will • " null and void.
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Agreement No. 7357
20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work
2nd the manner in which is it performed. CONSULTANT will be free to contract for
similar service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not enbtled to participate in
?-ny pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct
CONSULTANT as to the details of doing the work or to exercise a measure of control
xver the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free
2ccess at all reasonable times to such records, and the right to examine and audit the
same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program
service records for at least three (3) years after terrnination or final payment under this
Agreement.
22. INSURANCE,
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONSULTANT will procure and
maintain the following types of insurance with coverage limits complying,
at a minimum, with the limits set forth below:
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Limits
$1,000,000
$1,000,000
$1,000,000
Statutory requirement
B. Commercial general liability ("CGL") insurance must meet or exceed the
requirements of ISO-CGL Form No. CG 00 01 04 13, or equivalent,
covering CGL on an "occurrence" basis, including property damage, bodily
injury and personal & advertising injury with limits no less than $1,000,000
per occurrence. If a general aggregate limit applies, either the general
aggregate limit shall apply separately to this project/location (ISO CG 25
03 or 25 04) or the general aggregate limit shall be twice the required
occurrence limit.
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Agreement No. 7357
C. Professional liability coverage will be on an "occurrence basFs" if such
• is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," CONSULTANT will
• to renew the insurance for a period • three (3) years after this
Agreement expires or is terminated. Such insurance will have the same
coverage and limits as the policy that was in effect during the term of this
Agreement, and will cover CONSULTANT for all claims made by CITY
arising out of any errors or omissions of CONSULTANT, or its officers,
employees or agents during the time this Agreement was in effect.
D,, For automobiles, the insurance must meet or exceed the requirements of
Insurance Services Office • Number CA 0001 covering ••= 1 (any
auto), or, if CONSULTANT provides proof of a personal automobile policy,
such personal policy must include and indicate business venture coverage
with limits • less than $1,000,000 •- •- for +•• injury and
property damage. If • has no owned autos, Code 8 (hired)
and 9 (non -owned), with limits no less than $1,000,000 • •- for
bodily injury and property damage must be included in coverage. If
CONSULTANT does not use an auto for any component of this
Agreement's performance, then CONSULTANT must sign and submit the
• attached as Exhibit "B" to CITY before carrying • work under this
Agreement.
E, The amount of insurance set forth above will bea combined single limit
per occurrence for bodily injury, personal injury, and property damage for
the policy coverage. Liability policies will be endorsed to name CITY, its
officials, and employees as "additional insureds" under said insurance
coverage and to state that such insurance will be deemed "primary" such
that any other insurance that may be carried by CITY will be excess
thereto. CITY's additional insured status will apply with respect to liability
and defense • suits arising • • • acts • omissions.
Such insurance will 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 CITY, and the notice must include any necessary
•• to facilitate such notice to CITY.
F, • will fumish to CITY valid Certificates • Insurance
evidencing maintenance of the insurance required under this Agreement,
a copy of an Additional Insured endorsement confirming CITY has been
given Additional Insured status under the CONSULTANT's General
Liability policy, and such other evidence of insurance or copies of policies
as may be reasonably required by CITY from time to time. Insurance
must be placed with insurers with a current A.M. Best Company Rating
equivalent to at least a Rating of "A:Vll."
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Agreement No. 7357
Additional Insured Endorsement with this language: "The City of 9
Segundo, its elected and appointed officials, employees, arl
volunteers as additional insureds." E
Cancellation Endorsement with this language: "The City of El
Segundo will receive thirty (30) days written notice in the event of
cancellation, nonrenewed or reduction."
iiiPrimary and Non -Contributory Endorsement with this language:
"Coverage is primary and non-contributory such that any other
insurance that may be carried by the City will be excess thereto."
HShould CONSULTANT, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from
payments due to CONSULTANT under this Agreement or terminate
pursuant to Section 15.
23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
-2pproval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedulz
update.
25. NOTICES. All communications to either party by the other party will be deemed
made when received by such party at its respective name and address as follows:
If to CONSULTANT:
Attention: Jason Call
Tinosi, Inc.
1035 Arroyo Verde Rd., Suite C,
South Pasadena, CA 91030
626-209-9644
jason@tinosi.com
If to CITY:
kii�n_tiw; 7mrian Marquez
City of El Segundo
400 Lomfta St.
El Segundo, CA 90245
310-524-2796
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. Changes may be made in the names or
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Agreement No. 7357
?ddresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
•
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A Restriction on Artificial Intelligence Usage. CONSULTANT must not
utilize, employ, or incorporate any form arfificial intelligence, machine
• • • similar technologies (collectively, "Al") in the provision •
professional services in this Agreement •; CITY's express written
•
B. Exclusions. The Al prohibition set forth directly above will not apply to
general business tools and software that may have Al components but are
nqt directly involved in the execubon or delivery of professional services
that this `• covers, provided that such tools and software •• •`
• impact the • • nature •f such services.
C. Notification. CONSULTANT must promptly • CITY, in writing, • 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.
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29. SOLICITATION. CONSULTANT maintains and warrants that it has not employed
nor retained any company or person, other than CONSULTANTs bona fide employee,
to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not
paid nor has it agreed to pay any company or person, other than CONSULTANT's bona
fide employee, any fee, commission, percentage, brokerage fee, gift or other
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In
Agreement No. 7357
05/2025
Should CONSULTANT breach or violate this warranty, CITY may rescind this
Agreement without liability.
30.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
31. 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.
32. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
33. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and
assigns.
34. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review
this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as
a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or
against either Party.
35. SEVERABILITY. If any portion of this Agreement is declared by a court of
competent jurisdiction to be invalid or unenforceable, then such portion will be deemed
modified to the extent necessary in the opinion of the court to render such portion
enforceable and, as so modified, such portion and the balance of this Agreement will
continue in full force and effect.
36. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment. CITY's executive manager, or designee, may execute
any such amendment on behalf of CITY.
37. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. This Agreement may be
executed by the Parties on any number of separate counterparts, and all such
counterparts so executed constitute one Agreement binding on all the Parties
notwithstanding that all the Parties are not signatories to the same counterpart. In
accordance with Government Code § 16.5, the Parties agree that this Agreement,
Agreements ancillary to this Agreement, and related documents to be entered into in
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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
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Agreement No. 7357
that its signatory (or signatories, as applicable) to this Agreement has the legal authority
to enter this Agreement and bind CONSULTANT accordingly.
38. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
39. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
40. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, acts of terrorism, war, embargo, govemment action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
41.STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY.
CONSULTANT represents that its financial resources, surety and insurance experience,
service experience, completion ability, personnel, current workload, experience in
dealing with private consultants, and experience in dealing with public agencies all
suggest that CONSULTANT is capable of performing the proposed contract and has 2
demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.
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Agreement No. 7357
DPIWI�P
tN YMNESS "INHEREOF the pairties horeto hM executed this corftcl " day
and yawfirst hereiinabove wrft6. I,
F Et 3E"(3UNDO
i� �)1Geoqje�,
' rre1
City Manager
. . . ........ _A-
usan
City CkA
APPROVED AS TO FORM",
MARK 0, HEN*'*" EY1, City Attorney
By:
{',)a,', ing, Assj!ft 'ty, Attoirnoy
A,0uv\q'
sm
Taxpayer 10 No.
Agreement No. 7357
This training will provide Gas Monitor Competence Training fbr 20 participants at
a rate of $1,500.00 per person, totaling $30,000.00.
Agreement No. 7357
EXHIBIT "B"
June 26, 2025
IN -PERSON COURSE 1272
Adrian Marquez
City of El Segundo
ATINOSI Incorporated Company
1035 Arroyo Verde Rd., Suite C, South Pasadena, CA 91030
Phone: 626-209.9W
DESCRIPTION QUANTITY PRICE AMOUNT
Gas Monitor Competence Training In -Person
Gas Monitor Competence Training for up to 10
$1,100 $0
($50 additional attendee over 10) -0 $50$0
Gas Monitor Competence Training for up to 20
E228 _ __ 0
($35 additional attendee over 20) ,m....rv.ri 0
Travel Fee (Shared by all agencies served on one trip) I I No Travel Fee
Refresher on Confined Space Definitions and Danger
Job -Specific Gases —Fads and Effects
Basic and.m�.-.._.�,.-
Bump Test - definition, purpose and instruction
Calibration - definition, _u se and instruction
"The Four Calibration Situations"
Corroet and Incorrect PJarm Res onaes
..-
Hard Zero andIn-The-Field.,.. ,._leshootin�-
Troub� _m
Pumand Non -Pump Operations and Applications
Sensor Technology Health and Lifespan
Battery Technology, Health and laifespan�
Do's and Don'ts of O eretion and Maintenance
All Registered Attendees Receive a Certificate of Attendance
PROUDLY HELPING YOU KEEP YOUR WORKERS SAFEI No tax on consulti
TOTAL