CONTRACT 7543 Vender AgreementAgreement No. 7543
COMMUNICATIONS
N F I N I T & COMPLIANCE
INFINITY COMMUNICATIONS AND COMPLIANCE, INC.
MASTER AGREEMENT FOR PROFESSIONAL SERVICES
Client No: 0886
This Agreement for Profdssional Services ("Agreement") is entered as of this day, F brua , between Infirilty Conmmunications
and !Compliance, Inc. hereinafter referred to as "Infinity," and City. Of El Segundo hereinafter referred to as the "Client." The parties agree
as follows:
ERVICES
Infinity agrees to perform Professional Services ("Services") on behalf of the Client as set forth in this Agreement„ Including the Project
Attachment. Infinity's responsibilities and determination of reimbursable cost for Services are set forth in the Project Attachment, which
is incorporated as a part of this Agreement. Infinityagrees to perform the Services in a professional, workmanlike manner consistent
with industry standards and in substantial compliance with any service -level commitments set forth in the Project Attachment.
2, SASIS OF COMPENSATION
Infinity will invoice and Client will pay for Services performed under the scope of work as described in the Project Attachment. Client
must raise any invoice dispute in writing within fifteen (15) days of receipt; failure to do so shall constitute acceptance of the invoice. All
fees are non-refundable. Notwithstanding termination, Client remains responsible for all fees for work performed and any non -
cancellable commitments entered into on Client's behalf.
TERlhflAND TERMINATION, OF SEI�'VICE
infinity's services are provided for the term specified in the Project Attachments. The term commences on the later of the date of the
execution of this Agreement and the Start Date described in the Project Attachment (the commencement date being the "Services Start
Date").
Either party may terminate this Agreement, without cause, by providing written notice to the other at least thirty (30) days before the
intended termination date.
Client agrees to compensate Infinity for all work, Service Fees, and reimbursable expenses completed prior to the date of termination,
and release Infinity from all liability, claims and causes of action resulting from any actions (or inaction) taken (or not taken) after the
date of termination, including (bud not limited to) negligent acts or omissions by Client, its agents and/or employees
In the event that the Agreement is terminated. Client may request for Infinity to deliver copies of all data and files related to this
Agreement to the Client within Thirty (30) days after termination. Infinity may retain copies for archival and compliance purposes.
4. CLIENT'S- RESPONSIBILITY
The Client agrees to fulfill all responsibilities and provide all necessary information as outlined in the Project Attachment(s) in a timely
manner to facilitate the comptetion of Services by Infinity. Any delays due to the Client's failure to perform these responsibilities may
result in adjustments to the timeline and incur additional costs payable by Client. Client expressly agrees to Indemnify, hold harmless,
and waive any right of action against Infinity for any action (or inaction) that occurs (or does not occur) as a result of Client not performing
its responsibilities as described in the Project Attachment.
RECORDS
Infinity will' maintain full and accurate records in connection with this Agreement. The Client may inspect these records upon reasonable
notice during normal business hours.
STATUS OF I F'II "
The Client and Infinity agree that Infinity, in performing the services specified in this Agreement, shall act as an independent contractor,
and shall have control of all work and the manner in which it is performed. Infinity shall be free to contract for similar service to be
performed for other parties while under contract with the Client, Infinity is not entitled to participate in any pension plan, insurance,
bonus, or similar benefits the Client provides for its employees.
During the term and for one (1) year thereafter, Client shall not solicit or hire Infinity employees or subcontractors who performed
Services under this Agreement.
Master Agreement for Professional Services I Pagel of 4
PO Box 999, Bakersfield, Ca. 93302 1 Phone: 661.716.1840 1 Fax: 661.716.1841 1 www.infinitycomm.com
Agreement No. 7543
COMMUNICATIONS
........ INFINITY& COMPLIANCE
7. COPYRIGHTS AND LICENSES
Infinity retains ownership of all intellectual property rights in its work product ("Instruments of Service"), including templates, forms,
documents, specifications, and designs. Infinity grants the Client a non-exclusive, limited, perpetual, and irrevocable license to use
these Instruments of Service solely for the specific purposes outlined in this Agreement and associated projects, provided the Client
has fully compensated Infinity.
Unauthorized use of Infinity's Instruments of Service shall immediately terminate the granted license and relieve Infinity of all liabilities
arising from such use.
& OF LIABILITY
Each party agrees to indemnify, defend, and hold harmless the other party, its officers, agents, employees, and affiliates from all suits,
claims, liabilities, damages, losses, costs, and expenses resulting from negligent acts or omissions of the other party, its officers, agents,
or employees under this Agreement (each agreeing to 'Hold Harmless" the other), Neither party agrees to Hold Harmless with respect
to any gross negligence or willful misconduct of the other.
In the event Infinity is found in breach: of this Agreement andlor negligent, except in cases of gross negligence or willful misconduct, the
parties agree that Infinity's maximum potential liability shall not exceed the aggregate payment(s) Infinity has actually received from
Client under this Agreement in the twelve months preceding the claim, Any legal action arising from or taken by either party, shall be
governed by the laws of the State of California I County of Kern, and shall be brought in its courts,
9. _COMPLIANCEWITH LAWS
Infinity shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances involving its employees, including
workers' compensation and tax laws.
10. MitCItFtCATICN ASStChlltENT ATTORNEYS FEES
No modification or amendment of this Agreement will be effective unless agreed to in writing and signed by authorized representatives
of both parties.
Neither party may assign or delegate this Agreement or any of its rights or obligations hereunder without the other party's prior written
consent; provided, however, that, Infinity may, without Clients consent, assign this Agreement in its entirety (including all rights and
obligations) to (a) an Affiliate, or (b) a successor by way of merger, consolidation or the sale of substantially all of Infinity's assets, so
long as such successor as%mlesM of infinity's obligations under this Agreement Any other purported assignment shall be null and
proud This Aqreemeol shall jnur-,:o to the !Xnefit o� ind be our dmg upon !nc pcTmiacd successors and issigns of she pal-ies,
11. GENERAL _PROVISIONS
a. GOVERNING LAW & DISPUTES
This Agreement shall be governed by the laws of the State of California, with exclusive jurisdiction in Kem County, California, for
any disputes arising from or related to this Agreement.
Any disputes arising from this Agreement, including the Project Attachment, or with respect to any Servim relating to this
Agreement shall first be subject to negotiation between representatives from both, parties. If unresolved after thirty (30) days,
disputes shalt be settled by binding arbitration in Kern County, California, administered according to the Commercial Arbitration
Rules of the American Arbitration Association. The prevailing party shall be entitled to reasonable attorneys fees and arbitration
costs.
b. SEVER —ABILITY
If any provision is ruled invalid or unenforceable, the remainder shall remain in full force and effect, and the invalid provision shall
be replaced by a valid one that most closely matches its economic and legal purpose.
c. FORCE MAJEURE control, including natural disasters,
Neither Party shall be liable for delays or non-performance due to acts beyond its reasonable
acts of government, wars, terrorism, pandemics, labor disputes, or similar unforeseen events. The affected Party shall notify the
other promptly and use commercially reasonable efforts to resurne performance.
Master Agreement for Professional Services I Page 2 of 4
PO Box 999, Bakersfield, Ca. 93302 1 Phone: 661.716.1840 1 Fax: 661.716.1841 1 www.infinitycomm.com
Agreement No. 7543
COMMUNICATIONS
F I N I T & COMPLIANCE
d, CONFIDENTIALITY
Both Parties agree to maintain the confidentiality of proprietary or sensitive information obtained in the performance of this
Agreement. Such information shall not be disclosed to third parties without prior written consent, except when required by law or
court order.
e. NOTICE
All notices must be in writing and addressed to the Parties' Authorized Contacts. Notices are effective upon (i) personal or
courier delivery, (ii) three business days after deposit with U.S. certified mail (return receipt requested), or (iii) confirmed email
transmission to the address on record.
Infini Contact Information:
Sales Administration
sales@infinitycomm.com
661-716.1840
4909 Calloway Drive
Bakersfield, CA 93312
Client Contact information:
Authorized Contact Name Todd Selbv
Email:--geflt elsurf,dq,or
Phone: 310-524-2375
Address 35DIT1)Ilain St. El SeguR49, A 90245,--..--
f. ENTIRE AGREEMENT
This Agreement including all attachments. exhibits, and amendments, represents the entire understanding between Infinity and the
Ciient, superseding any prior agreements, understandings, or representations. Any modification must be in writing and signed by
authorized representatives of both Parties.
Master Agreement for Professional Services l Page 3 of 4
PO Box 999. Bakersfield, Ca. 93302 1 Phone: 661.716.1840 1 Fax: 661.716.1841 1 www.infinitycomm.com
Agreement No. 7543
." COMMUNICATIONS
INFINITY
& COMPLIANCE
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the date written below.
Infinity Communications and Compliance, Inc.
0-01 02/20/2026
Signature Date
Ben Ortiz
Name
P.O. Box 999, Bakersfield, Ca. 93302
Address/City/State/Zip
99-4115379
Federal Tax ID#
General Mana er
Title
City ElSegundo
Sig riM
Date
Name Tr`tle
rL
Address/ itylState/Zip
Federal Tax ID#
ATTEST:
Susan T iax„
City Clerk
APPROVED AS TO
FORM:
.. ' ....�
City Attom0�al
APPROVED AS TO
ICE, .�,. I NSt.IFIAt�
Sharon B erarxaa�,
Risk M'sn ger
Master Agreement for Professional Services i Page 4 of 4
PO Box 999, Bakersfield, Ca. 93302 1 Phone: 661.716.1840 1 Fax: 661.716.1841 1 www.infinitycomm.com
Agreement No. 7543
COMMUNICATIONS
& COMPLIANCE
INFINITY
PROJECT ATTACHMENT #0886-26C.1
CITY OF EL SEGUNDO
Client No: 0886
SERVICES: CATEGORY Two RFP AND E-RATE APPLICATION MANAGEMENT SERVICES
This Project Attachment executed between Infinity Communications and Compliance, Inc. ("Infinity') and City of EN Segundo ("Client`") is
hereby incorporated by reference to the Master Agreement executed between Infinity and Client and both parties consent for the Project
Attachment to be governed by the terms of the Master Agreement.
INFINITY'S REspoNsiajuTigs.
Infinity shall perform the following tasks for our Cate oa Two RFP E-RATE APPLICATION MANAGEMENT Services'.
E-Rat1_RFP'
Procurement g20§u1tInq:
1, Coordinate with the Client to determine the project requirements such as overall project scope, project objectives, and will assist
in E-Rate program compliance.
2. Determine a procurement process with the client, and present to the Client, for client's approval, a procurement process and
"Bidding Document"' format that addresses both the Local/State and E-rate program rules and regulations.
3. Develop a "Bid Schedule" that complies with the Client's, and the E-rate Program's, procurement and award of contract
requirements.
1 , Develop a "Bidding Document" based on the Clients specific procurement requirements. The Bidding Document provided by Infinity
will include Bidders Instructions, Procurement Compliance language, E-Rate Program Compliance language, General Conditions,
and Bid Forms.
2. Integrate the Client's provided "Design Documents" into the "Bidding Document" to produce a complete Request for Proposal
(RFP), Tate "Design Documenr provided by the Client will include, at a minimum, the following: Scope of Work, equipment andlor
performance specifications, and a depiction of the exisfing affected site and/or system conditions.
timid In/tanauerrret;
1, Share best and recommended practices and conduct oversight of the procurement process to ensure compliance with "Bidding
Documents" and E-Rate procurement requirements.
2. Assist the Client in the preparation of a 'Notice of Advertisement" (when required) and/or Form 470 publication language.
3. Publish the Request for Proposal on Infinity's "Projects" website.
4. Maintain a "Bidders List" and document library for each project.
5. Assist the Client in the response to prospective bidder's pre -bid Request for Information (RFI). Prepare and distribute project
clanficabon(s) and addenda(s) to address questions from prospective bidders.
6. Organize and conduct opening of bid response(s). All bid openings will be conducted at Infinity's office (or virtually administered
by Infinity), unless otherwise directed by the Client.
E-Rate A I p I _IC —a t_1 0_n_M_a_n_a,9 e -Me n t:
1. Consult with the Cfient to determine the filing strategy that best suits their needs.
2. P'repare and submit to the Client, for their certification, the following program forms: Form 470, Form 471, and Form 486.
3. Monitor and inform the Client of their Application and Funding Commitment status.
4. Coordinate with the Client and Service Provider to respond to Program Integrity Assurance (PIA) questions.
5. Assist the Client, if requested, in the preparation of Program Auditors requested documentation.
6. Provide the client with one (1) electronic copy of all pre -Form 471 "Bidding Documents', bid evaluations and contracts as required
for Document Retention per the E-Rate Program.
7. Prepare and submit the Service Delivery Extension and/or Invoice Deadline Extension request(s).
8. Prepare and submit the Form 500 for certification and approval,
9. Prepare and submit one (1) Applicant Reimbursement Form 472 for certification and approval, per project, if requested by Client.
PROJECT ATTACHMENT #0886-FY2026 I PAGE I OF 4
PO Box 999, BAKERSFIELD, CA. 93302 1 PHONE: 661.716.1840 1 WWW.INFINITYCOMM-COM
Agreement No. 7543
COMMUNICATIONS
& COMPLIANCE N F I N I T Y
Excluded from Itilni 's Service Offerin
1. System design, project engineering, drafting, and/or techonical specification writing services.
2, On -site services, including but not limited to, "fob -walks, site assessments, etc.
3. E-Rate Service Substitution requests.
Additional services requested to be performed by Infinity by the Client, other than those listed above, and/or in the quantity listed above, will
be billed to the Client at an hourly rate plus actual and necessary expenses, per the attached Compensation and Reimbursable Expenses
Schedule.
CLIENT'S RESPONSIBILITIES:.
The Client's responsibilities„ for the successful completion of this Project Attachment, shall include:
1. Appointing a representative to act on their behalf, with respect to this Project Attachment and the subsequent projects, who has the
authority to render decisions and approve requests from Infinity„ In a timely manner as not to cause unreasonable delay in the
progress of Infinity's service Client (including through the representative) must sign and certify the E-Rate forms required for the
Client's application for funding, in a timely mariner, so as not to cause a failure to comply with the EµRate Program"s time sensitive
deadlines.
2. Provide Infinity with all information required for the successful completion of the agreed service in a commercially reasonable time period as
specified by Infinity from time to time (and in no case to exceed 10 calendar days), after the receipt of a request from Infinity,
3. Furnish all legal, insurance and accounting services, that may be reasonably necessary, that meet the Client's own needs and
interests.
4. Provide Infinity with all "Design Documents' required for the successful completion of agreed service including, but not limited to:
scope of work for requested services, equipment and/or performance specifications, project drawings and/or system single -line
diagrams.
a. The Client accepts sole responsibility and liability for the quality, completeness, and accuracy of all Design Documents and
related materials provided to Infinity, including but not limited to equipment lists, specifications, and other supporting
documentation.
5. Grant Infinity permission and license to distribute the provided "Design Documents" to perform the work as described in this Project
Attachment.
6. Provide Infinity in a timely manner with all E-Rate "Supporting Documents" required for the successful completion of the agreed
service, included, but not limited to: Approved Free and Reduced Lunch numbers, Budget Information, Copy of CIPA Compliance,
Evaluation of Bid Responses, Board Meeting Minutes, Copy of Executed Agreements„ etc.
7. Provide a Letter of Agency and Representation ("LOAR"), authorizing Infinity to act on the Client's behalf to file and/or certify E-Rate
forms and respond to USAC's requests for information
8. Sign and certify the E-Rate forms required for the Client's application for funding, in a timely manner, so as not to cause a failure to
comply with the E-Rate program's time -sensitive deadlines.
9. Comply with all the Schools and Library Divisions (SLD) E-Rate program rules and requirements, including" but not limited to:
a. Conduct an "Open and Competitive„' bid process„ to comply with all applicable local/statelFederal bidding laws.
b. Wait a minimum of twenty-eight (28) calendar days after the posting of the Form 470 or the release of the RFP, whichever comes
later, before selecting a Service Provider or executing a contract.
c. Conduct a unbiased bid evaluation, per the E-Rate program's "Evaluation of Bids" requirements, with the cost of E-Rate eligible
goods and services as the highest weighted factor.
d. Award a contract to the successful bidder prior to submitting a request for funding (Form 471).
e. Maintain and update and "Equipment Asset Register' (EAR). The EAR shall detail the make, model, serial number, and location
of all equipment purchased with the support of the Universal Services Fund (E-Rate Program). The client will provide Infinity a
copy of the EAR for compliance with the "Inventory' section of E-Rates 'Document Retention Policy'
10, Retain all documents for each funding request related to the "Pre -Bidding Process "Bidding Process," 'Award of Contract(s)",
"Application Process," "Purchase and Delivery of Service," "Invoicing," "Inventory," and "Forms and Rules Compliance," for a period
of at least 10 years from the last date of service.
11. Provide Infinity with a copy of any LocallState Procurement policies and procedures required for Client's procurement of E-Rate
services.
12. Client agrees to provide accurate and timely information with respect to contact and administrative information to facilitate payment
of invoices and to update Infinity at any point the contact or administrative information changes.
PROJECT ATTACHMENT #0886-FY2026 I PAGE 2 OF 4
PO Box 999, BAKERSFIELD, CA. 93302 1 PHONE: 661.716.1840 1 WWW.INFINITYCOMM.COM
Agreement No. 7543
COMMUNICATIONS
COMPLIANCE
N F I N I T Y
*In the event, something unforeseen happens that is not covered under PROJECT ATTACHMENT #0886-26C.1 with this contract, an
additional fee will be negotiated before any additional services are provided.
1419901212
Client agrees to submit information on time and in full to Infinity and agrees that Infinity may set a reasonable deadline in order to incorporate
Client's information and authorization into its Services under this Project Attachment. To the extent that Client does not abide by its
responsibilities as listed in this Project Attachment, Infinity shall not be liable for any damages or losses resulting therefrom.
Client covenants that it shall perform its responsibilities under_ this Project Attachment in a timely and complete fashion and acknowledges
that any delays or inconsistencies resulting from its failure to perform its responsibilities listed in this Project Attachment put its E•Rate
compliance and funding at risk. If Client provides tardy„ missing„ errant, or incomplete information or authorization after a reasonable deadline
set by Infinity or USAC„ ("Delayed Information')„ 'Ctient agrees that infinity's obligations to use that Delayed Information are on a 'best efforts"
basis and Infinity will undertake commercially reasonable steps to incorporate any Delayed Information Into the work product it produces.
Client acknowledges that its failure to furnish information or authorization prior to a reasonable deadline (including, those described below)
may impact Infinity's ability to complete Infinity's Services under this Project Attachment, Further, Client authorizes Infinity to act upon a duly
executed LOAR to certify information on Client's behalf and Client agrees to bold Harmless Infinity with respeot to any good faith exercise
of Infinity's authority to certify information on behalf of Client or otherwise meet a regulatory or legal deadline with respect to Delayed
Information.
Protect Deadlines.
Under this Project Attachment, Client agrees to:
Submit all required information to Infinity prior to December 31 of 2025 (the "Standard Information Deadline").
Any information not provided by the Standard Informatlon Deadline will be considered Delayed Information and Infinity will charge a rush fee
of 10% as long as the information is provided by January 31sw of the corresponding filing year (the "Express Information Deadline").
Any 'information not provided by the Standard Information Deadline will be considered Delayed Information and Infinity will charge a rush fee
of 201% as long as the information is provided at least fourteen rmlendar days prior to the Form 470 deadline Ior the corresponding filling yµar
(the "E„nergwicy Information Ocsadline"). Any services pov� ded by infinity for information provided after' the nl ergw ncy'rnpfuo ia6un Deadllur �
will be rendered at Infinity's sole discretion and on a best•effcrts basis. Client acknowledges that providing information after the Emergency
Information Deadline could subject Client's project to not be filed and agrees to hold Infinity harmless for any damages arising from Client's
provision of Delayed Information after the Emergency Information Deadline.
TERM OF CONTRACT:
This Project Attachment is for the completion of a single project with USAC to be filed prior to June 30, 2026.
Infinity's fee will be a one-time flat rate fee of $3,000,00 with a one-time s to fee of 1500 for Category Two RFP Management Services.
Infinity's fee will be a one-time flat rate fee of Jg&00AQ for Category Two E-Rate Application Management Services.
If additional services are requested by the Client that require a change order, Infinity will bill 5% of the change order amount.
PROJECT ATTACHMENT#0886-FY2026 I PAGE 3 OF 4
PO Box 999, BAKERSFIELD, CA. 93302 1 PHONE: 661.716.1840 1 WWW.INFINITYCOMM.COM
Agreement No. 7543
NCOMMUNICATIONS
& COMPLIANCE F I N I T Y
ladlin
All invoices are due within 30 days (the 'Invoice Due gate"). Infinity will invoice Client upon the filing of the USAC Form 470 and any auxiliary
charges as incurred thereafter. If payment is not received by the Invoice Due Date, Client agrees any overdue and unpaid balances may be
charged a late fee at a rate of 1.5% per month.
Any service not explicitly detailed under Infinity's Responsibilities In this Project Attachment (an "Excluded Service") is not authorized by this
Project Attachment, For any Excluded Service„ the parties will need to execute a new Project Attachment to cover an Excluded Service at
the fee stipulated in such new Project Attachment. Excluded Services could Include„ but are not limited to, C1 filing assistance, docurnent
reconstruction, Design/Project Administration services,. or non-E-Rate professional services.
Standard HcurlY Rates Schedule
For additional work that is required outside the scope of work for the original project, the hourly rates listed will be charged. Standard Hourly
Rates are subject to review and adjustment. The hourly rates effective on the date of the Project Attachment are:
Principal
$175.001hour
Sr. Systems Designer
$155.00/hour
Systems Designer
$125.00/hour
CAD Operator
$75.00/hour
Sr. Project Manager
$155.00/hour
Project Manager
$95.00/hour
Design Team Coordinator
$75.00/hour
Support Staff
$50.001hour
Reimbursable Expenses Schedule
Reimbursable Expense rates are subject to annual review and adjustment. The rates effective on the date of the Project Attachment are:
Newspaper Advertisement
8"xl1" Copies/Impression
Blueprint Copies
Reproducible Copies (Mylar)
Reproducible Copies (Paper)
Legal Counsel
Travel Expenses:
Mileage (auto)
Airfare
Meals
Lodging
Standard Labor Rate
at cost + 15%
$0.05/sheet
at cost + 15%
at cost + 15%
at cost -, 15%
at cost + 15%
$0.581mile
at cost + 15%
at cost + 15%
at cost + 15%
See Hourly Rate Schedule Above
PROJECT ATTACHMENT #0886-FY2026 I PAGE 4 OF 4
PO Box 999, BAKERSFIELD, CA. 93302 1 PHONE: 661.716.1840 1 WWW.INFINITYCOMM.COM
Agreement No. 7543
COMMUNICATIONS
N F I N I T Y
& COMPLIANCE
IN WITNESS THEREOF, the parties hereto have executed this Project Attachment on the date written below.
Infinity Communications and Compliance, Inc.
e... o 02/20/2026
Signature Date
ww Ben Ortizm
General Mana r_
Name Title
P.O. Box 999, Bakersfield, Ca. 93302
Address/City/Sate/Zip
99-4115,379
Federal Tax ID#
CityqfZI Segundo
Sign ure Date
Name Title
AddreWCrty/Sate#Zip
q�sal- ,v
Federal Tax tip##
W
City Clerk
APPROVED AS TO
FORM:
City Attorney°s Office
APPROVED AS TO
INSURANCE
Sharon rare°+also
Risk Manager
PROJECT ATTACHMENT #0886-FY2026 I PAGE 5 OF 4
PO Box 999, BAKERSFIELD, CA. 93302 1 PHONE: 661.716.1840 1 WWW.INFINITYCOMM.COM
Agreement No. 7543
m W YCOMMUNICATIONS
I N F I N I T
& COMPLIANCE
INFINITY COMMUNICATIONS AND COMPLIANCE, INC.
MASTER AGREEMENT ADDENDUM FOR PROFESSIONAL SERVICES
Client No: 0886
PROJECT ATTACHMENT #0886-26C.1
This Agreement Addendum for Professional Services ("Agreement") is entered as of this
day, February 23, 2026, between
hereinafter referred to as "Infinity," and City of El Segundo hereinafter referred to as the
"Client." The parties agree as follows:
HOLD HARMLESS & LIMITATION OF LIABILITY
Each party agrees to indemnify, defend, and hold harmless the other party, its officers,
agents, employees, and affiliates from all suits, claims, liabilities, damages, losses, costs,
and expenses resultingfrom negligent acts or omissions of the other party, its officers,
agents, or employees under this Agreement (each agreeing to "Hold Harmless" the other).
Neither party agrees to Hoid Harmless with respect to any gross negligence or willful
misconduct of the other.
In the event Infinity is found in breach of this Agreement and/or negligent, except in cases
of gross negligence or willful misconduct, the parties agree that Infinity's maximum
potential liability shall not exceed the aggregate payment(s) Infinity has actually received
from Client under this Agreement in the twelve months preceding the claim. Any legal
action arising from or taken by either party, shall be governed by the laws of the State of
California / County of Kern, and shall be brought in its courts.
m_r.w _ 4 .
HOLD HARMLESS & LIMITATION OF LIABILITY
Each party agrees to indemnify, defend, and hold harmless the other party, its officers,
agents, employees, and affiliates from all suits, claims, liabilities, damages, losses, costs,
Agreement No. 7543
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COMMUNICATIONS
0
.°
I N I
& COMPLIANCE
and expenses resulting from negligent acts or omissions of the other party, its officers,
agents, or employees under this Agreement (each agreeing to "Hold Harmless" the other).
Neither party agrees to Hold Harmless with respect to any gross negligence or willful
misconduct of the other.
In the event Infinity is found in breach of this Agreement and/or negligent, except in cases
of gross negligence or willful misconduct, the parties agree that Infinity's maximum
potential liability shall not exceed the aggregate payment(s) Infinity has actually received
from Client under this Agreement in the twelve months preceding the claim. Any legal
action arising from or taken by either party, shall be governed by the laws of the State of
California / County of Los Angeles, and shall be brought in its courts.
11. GENERAL PROVISIONS
a. GOVERNING LAW & DISPUTES
This Agreement shall be governed by the laws of the State of California, with
exclusive jurisdiction in Kern County, California, for any disputes arising from or
related to this Agreement.
Any disputes arising from this Agreement, including the Project Attachment, or with
respect to any Services relating to this Agreement shall first be subject to
negotiation between representatives from both parties. If unresolved after thirty (30)
days, disputes shall be settled by binding arbitration in Kern County, California,
administered according to the Commercial Arbitration Rules of the American
Arbitration Association. The prevailing party shall be entitled to reasonable
attorney's fees and arbitration costs.
11. GENERAL PROVISIONS
a. GOVERNING LAW & DISPUTES
This Agreement shall be governed by the laws of the State of California, with exclusive
jurisdiction in Los Angeles County, California, for any disputes arising from or related to this
Agreement.
Agreement No. 7543
COMMUNICATIONS
INFINITY&
COMPLIANCE
Any disputes arising from this Agreement, including the Project Attachment, or with
respect to any Services relating to this Agreement shall first be subject to negotiation
between representatives from both parties. If unresolved after thirty (30) days, disputes
shall be settled by binding arbitration in Los Angeles County, California, administered
according to the Commercial Arbitration Rules of the American Arbitration Association. The
prevailing party shall be entitled to reasonable attorney's fees and arbitration costs.
12. INSURANCE.
Before commencing performance under this Agreement, and at all other times this Agreement is
effective, INFINITY will procure and maintain the following types of insurance with coverage limits
complying, at a minimum, with the limits set forth below:
Type of Insurance
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
Limits
$1,000,000
$1,000,000
$1,000,000
Statutory requirement
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.
Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a
"claims made" basis if not available. When coverage is provided on a "claims made basis,"
INFINITY will continue to renew the insurance for a period of 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 INFINITY for all claims made by
CLIENT arising out of any errors or omissions of INFINITY, or its officers, employees or agents during
the time this Agreement was in effect.
For automobiles, the insurance must meet or exceed the requirements of Insurance Services Office
Form Number CA 0001 covering Code 1 (any auto), or, if INFINITY provides proof of a personal
Agreement No. 7543
COMMUNICATIONS
COMPLIANCEINFINITY
automobile policy, such personal policy must include and indicate business venture coverage with
Limits no less than $1,000,000 per accident for bodily injury and property damage. If INFINITY has
no owned autos, Code 8 (hired) and 9 (non -owned), with limits no less than $1,000,000 per
accident for bodily injury and property damage must be included in coverage. If INFINITY does not
use an auto for any component of this Agreement's performance, then INFINITY must sign and
submit the form attached as an Exhibit to CLIENT before carrying out work under this Agreement.
The amount of insurance set forth above 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 CLIENT, 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 CLIENT will be excess thereto. CLIENT's additional insured status
will apply with respect to liability and defense of suits arising out of INFINITY's acts or 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 CLIENT, and the notice must
include any necessary endorsement to facilitate such notice to CLIENT.
INFINITY will furnish to CLIENT valid Certificates of Insurance evidencing maintenance of the
insurance required under this Agreement, a copy of an Additional Insured endorsement confirming
CLIENT has been given Additional Insured status under the INFINITY's General Liability policy, and
such other evidence of insurance or copies of policies as may be reasonably required by CLIENT
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:VII"
Required insurance endorsement language is as follows:
Additional Insured Endorsement with this language: "The City of El Segundo, its elected and
appointed officials, employees, and volunteers as additional insureds:'
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."
Primary 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"
Should INFINITY, for any reason, fail to obtain and maintain the insurance required by this
Agreement, CITY may obtain such coverage at INFINITY's expense and deduct the cost of such
insurance from payments due to INFINITY under this Agreement or terminate.
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Agreement No. 7543
COMMUNICATIONS
..
N F I N I "T"'
& COMPLIANCE
Infinity Communications and Compliance, Inc.
9441
Feb 25, 2026
Signature
Date
Ben Ortiz
General Manager
Name
Title
City of El Segundo
Signa ure Gate
Name Title
ATTEST:
Susan ruax,
City Clerk
APPROVED AS TO
FORM;
-I'
City'Attorney's Office
APPROVED AS TO
INSURANCE:
& (A 1b46A-"
Sharon Brennan,
Risk Manager
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