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3911 CLOSEDAgreement N� 9 , • AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES BETWEEN THE CITY OF EL SEGUNDO AND -YEAR ONCALL SERVICES t� SERVICES `1 This AGREEMENT is entered into this �' day of , 200, by and between the CITY OF EL SEGUNDO, a municipal corporation ( "CITY ") and JP > >-- ( "CONSULTANT "). 1. CONSIDERATION. 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 for CONSULTANT's services not to exceed sum(s) as set forth in duly executed Task Order(s). CITY will pay this sum(s) on the basis of the hourly rates and cost reimbursement rates as specified in the attached Exhibit which is incorporated herein. 2. SCOPE OF SERVICES. R A. CONSULTANT will perform A 1 � services listed in the attached Exhibit ;B;" which is incorporated by reference. The provisions contained in this Agreement will supersede any conflicting provisions in ExhibitX A B. The specific services required of CONSULTANT under this Agreement will consist of the tasks and obligations defined in a Task Order approved by CITY and CONSULTANT, in response to specific project scopes of work and services requested by CITY. Any duly executed and approved Task Order will become a part of this Agreement. The standard form for the Task Order is set forth in Exhibit C. C. Consulting services required by CITY will be provided on an as- needed basis with CITY determining and advising CONSULTANT as to when specific services are required to be performed or completed by CONSULTANT. D. CONSULTANT will, in a professional manner, furnish all of the labor, technical, Page 1 of 10 3911 • . .. 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. PAYMENTS. A. For CITY to pay CONSULTANT as specified by this Agreement and as set forth in each approved Task Order, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A "), the tasks performed, the percentage of the task completed during the billing period, and the cumulative percentage completed for each task. B. For services involving the preparation of plans and specifications, payment to CONSULTANT, as provided herein, will not exceed ninety percent (90%) of the total amount for the specific Task Order before completing the plans and specifications. The final 10% will be paid within 45 days after CITY accepts the plans and specifications, as determined by the City Engineer. C. The maximum not -to- exceed amount for any individual Task Order will be limited to $ 3.00 0 D. CITY's city manager may make payments up to $ 00 for special items of work not included in the project scope of work and services as set forth in the Task Order. Payments for special work will only be made after CITY issues a written notice to proceed for the specific special tasks. A written scope of work, an agreed upon additional fee, a schedule for starting and completing the special tasks, and an agreed upon extension of the time for performance, if needed to complete the special work, will be required before CITY issues a notice to proceed for special work. All special work will be subject to all other terms and provisions of this Agreement. 4. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that CONSULTANT has Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. Page 2 of 11 3911 - , B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will he 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. _5. TERM. A. The term of this Agreement will be for a period of o ng- (I) years beginning on the date of this Agreement, except that the term will be extended to the completion date of any Task Order in effect at the end of the term of this Agreement. B. The term _ tl`ris- Agmement and any Task Order may be extended as determined by tlK City En or by written amendment to the Agreement or any Task C. The time allowed for CONSULTANT's completion of the services to he provided in accordance with the provisions of any Task Order will be as set forth in the Task Order. D. When services are requested by CITY, CONSULTANT will commence the requested services within a three -week notice period at any time during the term of this Agreement. CITY may terminate this Agreement as stated in Section 13. 6. COMMENCEMENT OF WORK. CONSULTANT will not perform any work for specific project scopes of work and services under duly executed and approved Task Orders under this Agreement until: A. CONSULTANT furnishes annual proof of insurance as required under Section 21 of this Agreement; and B. CITY gives CONSULTANT a written notice to proceed. C. Should CONSULTANT begin work on any approved Task Order in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 7. TIME EXTENSIONS DUE TO DELAY. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the City Engineer within forty - eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay Page 3 of 1 I 39)1.,,, interferes with the Agreement's schedule. The City Engineer will extend the completion date, when appropriate, for the completion of the contracted services. 8. CHANGES. CITY may order changes in the services within the general scope of this Agreement, or in any duly executed Task Order, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All 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. 9. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 10. 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. 11. PROJECT COORDINATION AND SUPERVISION. A. CONSULTANT's professional services will be actually performed by, or immediately supervised by Nr�rmc_ix B. A specific individual employed by CONSULTANT, and approved by the City Engineer, will be assigned as Project Manager for each specific project defined in the Task Orders. The assigned Project Manager will he responsible for job performance, fee negotiations, and contractual matters, and is personally in charge of and personally supervise or perform the technical execution of the Project on a day -to -day basis on behalf of CONSULTANT, and will maintain direct communication with CITY's Project Manager. C. Should the Project Manager be unable to complete his/her respective responsibilities on any specific project assignment as set forth in the Task Order, for any reason, he /she will be replaced by another qualified person approved by the City Engineer. 12. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights - CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, 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. 13. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement, or any Page 4 of I 1 3911•...;; individual Task Order, at any time with or without cause. Notice will be in writing at least thirty (30) days before the effective termination date. B. CONSULTANT may terminate this Agreement, or any individual Task Order, at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. 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 notice of termination, not to exceed the total costs under Section I (C). D. Should the Agreement, or any individual Task Order, be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. E. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 14. NOTICE OF BREACH AND OPPORTUNITY TO CURE. Neither party will be deemed to he in breach of this Agreement based on a breach that is capable of being cured until it has received written notice of the breach from the other party. The party charged with breach will have fifteen (15) days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other party within fifteen (15) days from the date on which the party received notice of breach, the non - breaching party may terminate this Agreement. 15. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 16. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or City without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 17. INDEMNIFICATION. Page 5 of l I 3911 ,. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify, including, without limitation, CITY's defense costs (including reasonable attorney's fees), from and against any and all suits, actions, or claims, of any character whatever, 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, in the performance of this Agreement. ii. Indemnification for other Damages. CONSULTANT indemnifies 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 against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section °CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and 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. 18. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 19. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and 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 entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that Page 6 of 1 1 -19ii.... 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 over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 20. 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 access 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 four (4) years after termination or final payment under this Agreement. 21. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Tvae of Insurance Commercial general liability: Professional Liability Business automobile liability Workers compensation Limits (combined single) $1,000,000 $1,000,000 $1,000,000 Statutory requirement. B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will he 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 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. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88. 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. C. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). D. 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," CONSULTANT will continue to maintain the insurance in effect for a period of three (3) years after this Agreement expires or is terminated ( "extended insurance "). Such extended insurance will have the same coverage and limits as the policy that was in effect during the term of this Page 7 of 11 39ii�,, 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. E. CONSULTANT will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, 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:VII." F. Should 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. 22. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any subcontractor while performing any portion of this Agreement. Such approval must be of the proposed subcontractor and the terms of compensation. The subcontractor for any specific project scopes of work and services will be listed in the Task Order. 23. INCIDENTAL TASKS. When required by any Task Order, 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 schedule update. 24. 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: CITY City Deer M a,� City of El Segundo Fax: ? i o 3 Z-L — l 3 7 CONSULTANT Fax: 6,c,- 41k, - U 6 i C, 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 addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 25. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed Page 8 of 11 3911.,,E to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 26. 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. Notwithstanding the foregoing provisions, the State of California may exercise the rights reserved for it under this Agreement to ensure compliance with applicable California laws and regulations. 27. 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. 28. 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. There are 2 (i d) Exhibits to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 29. 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 he resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Work; B. Exhibit B: Budget; and 30. 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. 31. 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. 32. 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 Page 9 of 11 engage in the actions described herein. This Agreement may be modified by written amendment. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 33. ACCEPTANCE OF FACSIMII,E SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 34. COVENANTS AND CONDITIONS. The parties agree that all of the provisions hereof will be construed as both covenants and conditions, the same as if the words importing such covenants and conditions had been used in each separate paragraph. 35. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 36. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' control, then the Agreement will immediately terminate without obligation of either party to the other. 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. 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 a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency. [Signatures on next page] Page 10 of 11 39 1 . IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY G NDO City Manager ATTEST: Cindy Mdhesen, City Clerk APPROVED AS T MARK D. HENS Y y ttor e . By: Karl . Berger, Assist ati City Attorney i Taxpayer ID No. 5` S Page 1 i of 1 1 3911 •. - Exhibit A to Master Services Agreement 2005 -825 City of El Segundo Exhibit A Helpdesk and Network Support January 291h 2009 (This addendum is incorporated into Master Services Agreement #2005 -825. This addendum defines the agreement for Prosum, Inc. (hereinafter referred to as "Prosum) to provide technology consulting services to The City of El Segundo (hereinafter referred to as "The City of El Segundo "). r PROSUM i -N I ecrino1agy Serb c e s Prosum Tectiuotogy C: c;r.sulGn<i Grout 2321 Rosccr ms Aven�je. Suite 4225 E1 Seyunclo. C��ufc.r�na 9024 © 2009 Prosum All rights reserved. No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopy, recording, or any information storage and retrieval system, without permission from Prosum. 3911. Overview Prosum Consultant, under the day to day direction of the Administrative Services Department, will support the City of El Segundo. The Prosum Consultants assigned to these tasks is required to have at least 3 years experience performing similar tasks, will have a history of interfacing professionally with all levels of management. Prosum will have references to verify his /her ability to work efficiently with minimum direction. Scope The following are task to be completed by the resources: • Review and test our existing remote PIX to ASA connections to schools and remote buildings. • Optimizing the use of our internet connection. • Review connections to a cash register in an unsecured area for security compliance. • Debug and fix some occasional problems we are having at schools over these connections • Install a new ASA for City Hall • Set up VPN access from the outside to a Cable TV server • Install a new Cisco Router for City Hall • Review plans for a new 6500 core switch for City Hall and other possible network changes. • Assist with clustering Windows 2008 servers to build a redundant SQL server • Assist implementing server virtualization • Assist with upgrading to Exchange 2007 • Assist with VoIP planning • Work with Class to convert our Class recreation and cash register software to the latest version. • Build good Ghost images of library computers. • Work with Eden support and users to implement online requisitions for our financial system. • Setting up IP surveillance cameras in City Hall and configuring them on our video server (will show how). • Troubleshooting and locking down troublesome computer setups, such as Library public PC's. • Install Questys document imaging interface to our Eden Financial system under direction from Questys. Cost EXHIBIT "B" Hours will be billed on a time and materials basis. Below is a table stating the resources and the associated bill rate: Resource Bill Rate Desktop Support $60 /hr Senior Architect $175/hr Prosum Technology Consulting Group 2 1/29/2009 10:43 AM