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CONTRACT 3213 Professional Services Agreement CLOSED3215 , .. AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 1st day of August , 2003, between the CITY OF EL SEGUNDO, a municipal corporation, hereinafter referred to as "City" and the Vector Resources hereinafter referred to as "Consultant ". In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit "A" "SCOPE OF SERVICES" and made a part hereof. Consultant represents and warrants that it has the qualifications, experience and facilities to properly perform said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law, including, but not limited to, a valid El Segundo Business License. Consultants shall begin its services under this Agreement on August 1 , 2003. Consultant shall complete each of the services set forth in Exhibit A to the City's satisfaction. If the City is not satisfied with any such services, the Consultant shall work on such matter until the City approves of the service. Further, Consultant shall complete the services set forth in Exhibit A strictly according to the schedule provided therein. 2. STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever (1) PSA - Under $10,000 value 2 3213. against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enable Consultant to perform its duties under this Agreement. 3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section. 4. PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services hereunder and shall obtain the approval of the City Manager of all proposed staff members performing services under this Agreement prior to any such performance. S. COMPENSATION AND METHOD OF PAYMENT. Compensation to the Consultant shall be as set forth in Exhibit "B" hereto and made a part hereof. Payments shall be made in approximately thirty (30) days after receipt of each invoice as to all non - disputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant in 30 days of receipt of an invoice of any disputed fees set forth on the invoice. 6. ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in Exhibit "A ", unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of (1) PSA - Under $10,000 value 3 said services. 7. ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel under direct contract with Consultant. Consultant shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. 8. FACILITIES AND RECORDS. City agrees to provide: suitably equipped and furnished office space, public counter, telephone, and use of copying equipment and necessary office supplies for Consultant's on -site staff, if any. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 9. TERMINATION OF AGREEMENT. The Consultant's performance hereunder shall be completed by September 30, 2004 at which time this agreement shall terminate. The City upon 30 days written notice or 120 days by contractor written notice may terminate with or without cause this Agreement. In the event of such termination, Consultant shall be compensated for non - disputed fees under the terms of this Agreement up to the date of termination. (1) PSA - Under $10,000 value 4 3213 10. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of Services, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. 11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall, become the sole property of City. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 12. RELEASE OF INFORMATION /CONFLICTS OF INTEREST. A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the California Public Records Act, Government Code 3 6250, et seq. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (1) PSA - Under $10,000 value 5 3213-••4. If Consultant or any of its officers, employees, consultants or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reim- bursement and indemnity from Consultant for any damages caused by Consultant's conduct, including the City's attorney's fees. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and /or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. B. Consultant covenants that neither they nor any officer or principal of their firm has any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. 13. DEFAULT. In the event that Consultant is in default of any provision of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. (1) PSA - Under $10,000 value 6 ,"' ' .1 14. INDEMNIFICATION. A. Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. B. Consultant is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise, unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees ") shall have no liability to Consultant or to any other person for, and Consultant shall indemnify, defend, protect and hold harmless the Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims "), which the Indemnitees may suffer or incur or to which the Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused by the performance or failure to perform by Consultant of Consultant's services under this agreement or the negligent or willful acts or omissions of Consultant, its agents, officers, directors or employees, in performing any of the services under this agreement. If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify the Indemnitees as (1) PSA - Under $10,000 value 7 3213•..; above provided, Consultant, upon notice from the CITY, shall defend the Indemnitees at Consultant's expense by counsel acceptable to the City. The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled to indemnity in order to be so indemnified. The insurance required to be maintained by Consultant under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(b), but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this paragraph 14(b) shall survive the expiration or earlier termination of this agreement. The Consultant's indemnification does not extend to Claims occurring as a result of the City's negligent or willful acts or omissions. CONSULTANT HAS READ THIS SECTION 14 IN ITS ENTIRETY AND KNOWINGLY AND WILLINGLY ACCEPTS THE OBLIGATIONS CONTAINED HEREIN. 15. INSURANCE. A. Insurance Requirements. Consultant shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as: (i) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and (1) PSA - Under $10,000 value 8 endorsement CA 0025, or equivalent forms subject to the written approval of the City. (iii) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (Not needed if Self- employed with no employees.) (iv) Errors and omissions liability insurance appropriate to the Consultant's profession. (b) Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (i) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit. (ii) Automobile Liability: Including owned, non -owned and hired vehicles for bodily injury and property damage with (See cover letter (page 1) for actual dollar level Requirements): At least $1,000,000 per occurrence. $100,000 - $300,000 per occurrence. As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company (1) PSA - Under $10,000 value 9 3?13•,;; (iii) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. (iv) Errors and Omissions or Malpractice or Professional Liability: At least $1,000,000 per occurrence. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (a) All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. (b) General Liability and Automobile Liability Coverages. (i) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs, products and completed operations of Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased or hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, or employees. (ii) Consultant's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, Consultant's insurance. (1) PSA - Under $10,000 value 10 2 3 ' (iii) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (iv) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (c) Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Consultant for City. C. Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. (a) Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides. (b) Any deductibles or self- insured retentions must be declared to and approved by City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (1) PSA - Under $10,000 value (c) The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 16. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. 17. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the Los Angeles County Superior Court. 18. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant by this Agreement. In recognition of that interest, neither any complete nor partial assignment of this Agreement may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. 19. 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 (1) PSA - Under $10,000 value 12 32 13 amendment. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 20. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he /she /they has /have the authority to execute this Agreement on behalf of his /her /their corporation and warrants and represents that he /she /they has /have the authority to bind Consultant to the performance of its obligations hereunder. 21. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: City. City of El Segundo City Clerk's office 350 Main Street, Room 5 El Segundo, California 90245 -3895 Telephone: (310) 524 -2307 Facsimile: (310) 615 -0529 Consultant. Mr. Mark Bonin Attention: Vector Resources 3530 Voyager St. • -� WGI.W111610199 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. 22. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 23. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. (1) PSA - Under $10,000 value 13 24. NO THIRD PARTY BENEFICIARY. This Agreement and every provision herein is 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. 26. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, its attachments, the purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 26. 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 and will be interpreted as being drafted jointly by the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. Company Name: VECTOR RESOURCES By: Title: Robert Messinger vice- President Phone: (310) 436 -1000 Fax: (310) 436 -1177 e-mail: (meQslfgerf yeck)vmsq.t&n By: Title: Phone: CITY OF EL SEGUNDO / g Z & le"', '44— 11 Dep rtment Head Fax: e -mail: CITY OF EL SEGUNDO Cit a (1) PSA - Under $10,000 value 14 BUSINESS REGISTRATION APPLICATION INSTRUCTIONS This Business Registration Application will serve as your receipt when received by the City, and all necessary fees have been paid. THIS IS NOT A LICENSE TO CONDUCT BUSINESS NOTE: ALL PERSONAL BUSINESS REGISTRATION INFORMATION (HOME ADDRESSES, TELEPHONE NUMBERS, DRIVER'S LICENSE NUMBERS, SOCIAL SECURITY NUMBERS, ETC.) IS PROPRIETARY INFORMATION, CONSIDERED "PRIVATE & CONFIDENTIAL" AND NOT ARBITRARILY SUBJECT TO PUBLIC INSPECTION. BUSINESS NAME -- Enter business name. If doing business in another name (DBA), enter the "DBA" business name here. BUSINESS LOCATION -- Enter business street number, street name, suite /apartment number, city, and zip code. MAILING ADDRESS -- If different from business location, enter the business mailing address. If address is the same, enter "SAME." STARTING DATE -- Enter date your business started. NOTE: For change of location, name, owner, or business activity, enter date of change. NUMBER OF EMPLOYEES -- Enter total number of Full -Time and Part-Time employees at all El Segundo locations. SQUARE FOOTAGE -- List Office and Warehouse square footage separately. Office: Include all building space excluding elevator shafts, stairwells, uncovered courts or atriums, building equipment rooms, and parking areas. Warehouse: Include all warehouse square footage excluding parking area. FEDERAL IDENTIFICATION NUMBER -- Enter Federal Employer ID number. STATE IDENTIFICATION NUMBER -- Enter State Employer ID number. If sole proprietorship or partnership, enter Social Security number. STATE SALES TAX # -- Enter employer Sales Tax number issued by the State Board of Equalization. FULL BUSINESS ACTIVITY DESCRIPTION -- Describe, in detail, your business activity (i.e., Retail /Clothing, Manufacturing/Glassware, Bookkeeping Service for Law Office, etc.) OWNER/CORPORATE OFFICERS' NAMES -- List owner(s). If incorporated list 3 Officer's; names, titles, home addresses, and home telephone numbers. EMERGENCY CONTACT -- Enter names, telephone numbers, and addresses of business persons to be contacted in an emergency situation. LANDLORD'S NAME & ADDRESS -- Complete if leasing or renting commercial property. PREVIOUS OWNER'S NAME -- If this is a change of ownership, give name of previous owner. NAME OF PREVIOUS BUSINESS -- If this is a business name change or incorporation, give previous business name. PREVIOUS BUSINESS ADDRESS -- If this is an address change, give previous business address. Applies to businesses moving from one location to another within El Segundo City Limits. ADDITIONAL LOCATIONS -- List each separate location along with square footage each location. If your business occupies more than one floor in the same commercial building, list each floor separately. Use additional sheets if required. BURGLAR ALARM -- If yes, please obtain an Alarm Permit from the Police Department. VENDING MACHINES -- All types of vending/game machines must be licensed. List number and type of all vending/game machines on a separate sheet. ENTERTAINMENT -- If your business will provide entertainment, a separate Entertainment Permit is required. DANCING -- Same as Entertainment. ALCOHOL SERVED -- Same as Entertainment. Provide ABC Permit Number. VEHICLE INFORMATION -- Complete if operating a Catering or Rubbish Vehicle. THE BUSINESS APPLICANT HAS THE FOLLOWING RESPONSIBILITIES: 1. To ensure all necessary Clearances and /or Permits are obtained from the various City Departments. (i.e., Building, Engineering, Fire, Planning, Police, etc.). 2. To conform to all existing Zoning Ordinances set forth by the Planning Department before a Business License is issued. 3. To notify the Business License Office when you make any business changes (i.e., new Officers, location change, increase employment, etc.), which negates this Application in any way. 4. To contact the Business License Office (310- 524 -2327 or 310 - 524 -2328) for Fees. 5. Abide by the Regulations pertaining to Handbill Distribution and Door -to -Door Solicitation. Please contact the Business License Office (310- 524 -2327 or 310 - 524 -2328) for information. 6. Massage Technicians, contact the Business License Office (310- 524 -2327 or 310 - 524 -2328) for special instructions. Rev. 09/2000 (1) PSA - Under $10,000 value EXHIW3 i11'i4-5'1'J 7 /29 /2 0 39 -003 ACloR RESOaRCES 7/29/2003 Enterprise Network Solutions 3530 Voyager St. Phone: 310- 436 -1000 Torrance, CA 90503 Fax: 310 - 436 -1177 California State License No. 654046 Company Site City of El Segundo, IS Department City of El Segundo IS Department City of El Segundo Headquarters 350 Main St 350 Main St El Segundo, CA 90245 El Segundo, CA 90245 Scope of Work Project Name: Compaq Server Warranty Change Name: Compaq Post Service Warranty Rv2 Vector Resources to provide the City of El Segundo a (14) Month Enhanced Warranty (8/1/03 to 9/30/04) on Compaq servers below, that will provide 8x5x5, 4hr. response time, same business day parts & labor. All servers are in working order and are located at site address listed above. *Compaq Proliant PL 160OR (City Hall 1) EW is End of Service Life and cannot be covered by any Compaq Warranty. Materials Quantity Description 1 Compaq Proliant PL 1600R (Proxy Server) EW 1 Compaq ML 370 (City Hall 2) EW 1 Compaq Proliant 160OR (App. Server) EW 1 Compaq Proliant 1600R (Exchange Server) EW Prepai ed for: • Sub -Total $6,158.85 City of El Segundo Vector Resources, Inc Labor $0.00 Lee Robinson Mark Bonin SalesTax $0.00 Terms and Conditions Job Total $6,158.85 Any Materials not mentioned in this quote necessary to complete the proposed project will be handled in the form of a field change order. PO Due Upon Signing, Balance due Net 30. Vector Authorized Signature MaAz 'Adn,,M, Date 8/4/03 ACCEPTANCE OF CHANGE ORDER: The prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Authorized Signature Date