CONTRACT 5272B Amendment CLOSED Agreement No. 52728
Agreement No. 5272
SECOND AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT NO. 5272
BETWEEN THE CITY OF EL SEGUNDO AND
THE PHELPS GROUP
THIS SECOND AMENDMENT is entered into this 1St day of June, 2017, by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and THE
PHELPS GROUP, a California Corporation("CONSULTANT"). The parties agree as follows:
1. Pursuant to Section 34 of the Agreement, Section 2 (Scope of Services) of the
Agreement is amended to include the services described in the "Hosting Service
Agreement," attached to this Amendment as Exhibit "A" and incorporated herein by
this reference. In the event of a conflict between the Hosting Service Agreement and
the Agreement,the Agreement will control.
2. This Amendment may be executed in any number or counterparts, each of which will
be an original, but all of which together constitutes one instrument executed on the
same date.
3. Except as modified by this Amendment, all other terms and conditions of Agreement
No. 5272 remain the same.
[Signatures on next page]
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Agreement No. 52726
Agreement No. 5272
IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and
year first hereinabove written.
CITY OF EL SEGUNDO THE PHELPS GROUP
a California Corporation
Greg p c
.e r, MyWatling.
City allage r ......................................
Chief Financial Officer
ATTEST:
73,
Taxpayer ID No.
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c c
lerk
APPROVED AS TO FORM:
A � fnr
Mark b. Hensley,
City Attorney
APPROVED AS TECHNICAL
A
S S
PECIF
Information Systems Manager
-2-
Agreement No. 52726
Phel
All Communications. One Voice.
City of El Segundo
Hosting Service Agreement
Prepared for: Barbara Voss
April 1,2017
d 2017 PtdIps
Agreement No. 52726
Ph Ips All Communications.
One Voice,
Client: El Segundo
Site:elsegundobusiness.com
Effective Date: April 1,2017
Data Center
Digital Ocean
Phelps Managed Services
Managed services includes 247 first responder support,server administration and performance
management,SMTP and DNS management,storage and backup management,site and server
monitoring.
Cloud Droplet Configuration
0 Virtual Server
2vCPUs
a 4 GB RAM
0 40 GB SSD Storage
• 4 TB transfer bandwidth
Kgy Droplet!features
0 Scalable server resources(on the fly)
s High-speed tier 1 backbone
M One Snapshot Server Image
+ 24/7 email server support
0 99.9%SLA per network access and power
* Firewall(included)
4 Weekly Full Backups
• New Relic Monitor
Agreement No. 52726
Phelps All Communications.
One Voice.
Server Set-up Fee Waived
Monthly Server and Database Hosting Fee—1 year April
1,2017 to March 31, 2018 $150.00/month
Total: $150.00/month
TThis proposal is based on estimated usage and resources projected at this time. Should the server require additional system
resources we will send you a revised written proposal to help determine the best course of action. System Resources usage will
be reviewed on a monthly basis to ensure optimal performance.
HOSTING TERMS AND CONDITIONS
This Agreement for Hosting Services(the"Agreement") begins as of the Effective Date,April 1,2017.
For good and valuable consideration,the receipt and legal sufficiency of which are hereby expressly
acknowledged,the parties hereto agree as follows:
This Hosting Service Agreement governs the terms of the services offered by The Phelps Group, DBA
Phelps("the AGENCY")and City of El Segundo ("Client") unless otherwise stated in the Professional
Services Agreement#5272 dated March 13, 2017, ("MSA")and as amended on May 3,2017.
CLIENT agrees to receive access to the AGENCY virtual server services according to the following terms
and conditions:
1. DEFINITION OF DUTIES
CLIENT acknowledges and agrees terms under this Agreement are for web site hosting services made
available by AGENCY.AGENCY is not responsible for CLIENT site maintenance, changes, modifications,
HTML coding,scripting, or programming, now or in the future unless such duties are outlined and
agreed to under a separate Scope of Work("SOW"). AGENCY contracts with a third party as noted in
the document under"Data Center"and thus all Services performed are bound by their Service Level
Agreement which can be found on their website I'ittos,//www.dipitalocean.cot-n.
2. DOMAIN OWNERSHIP
CLIENT's web site will reside within its own domain and shall have a URL address based upon that
domain,such as www.xyz.com.Said domain and URL shall be and remain the property of the CLIENT or
other domain name granting authority(as the case may be), and CLIENT's right with respect thereto
shall be to use the name for the duration of this Agreement and upon the terms and conditions stated in
this Agreement.
3. COMPENSATION
CLIENT hereby retains AGENCY and AGENCY hereby agrees to provide web site hosting for CLIENT
according to the terms listed in the Agreement.
Agreement No. 52726
Ph 1 F*7 All Communications.
One Voice.
4. PAYMENT FOR SERVICES
(1) CLIENT will pay for services provided under this Agreement by invoices submitted to CLIENT by
AGENCY.When initiating service, CLIENT will be charged the published set-up fee for the service
plan selected,as well as a prorated partial month charge according to the service plan for the
number of days remaining in the calendar month from the time of initiation of service until the
end of the month in which service is initiated.
(2) On or about the first day of every month thereafter, CLIENT will be invoiced for monthly
payment for services according to AGENCY's published schedule. If this Agreement is terminated
on some day other than the last day of the month, CLIENT will be obligated to pay for only the
pro rata portion of the monthly service plan charge for the month in which the service is
terminated.AGENCY shall provide detailed invoices and shall maintain, and provide, upon
request, back-up documentation for a period of one year from the date of the respective
invoices.
S. LATE PAYMENT
CLIENT shall make full payment for services within forty-five(45)days'of invoice. Upon thirty(30)days'
written notice by AGENCY to CLIENT of account being delinquent CLIENT's past due accounts will be
disabled. Disabled accounts will be re-enabled only upon receipt of all payments due. Phelps will not be
responsible for any lost revenue from disabled accounts due to non-payment.
6. TERM
This Agreement shall commence on the effective date stated above,and shall remain in effect until all
obligations under this Agreement have been properly completed. Either party to this Agreement may
terminate this Agreement with or without cause by providing at least thirty(30)days'written notice to
the other party.
7. COMPLIANCE WITH THE LAW
CLIENT will comply with all federal,state and local laws(including, but not limited to export/import laws
and laws relating to obscenity,copyright,trade mark,trade secret, libel,slander and defamation). IT IS
CLIENT'S SOLE RESPONSIBILITY TO BECOME FAMILIAR WITH AND TO COMPLY WITH ALL LAWS THAT
MIGHT RELATE TO CLIENT'S WEB PAGE.
8. PROHIBITION OF PUBLICATION OF CERTAIN MATERIAL
CLIENT shall not knowingly or unknowingly submit to AGENCY for publication any of the following
material (including pictures, links,or any other content):
(a) Any material which violates or infringes any copyright,trade mark,trade secret, patent,
statutory,common law or other proprietary rights of others;
(b) Any material that is libelous or slanderous;
(c) Any material which is or contains anything obscene or pornographic;or
(d) Distribution lists to be used via unsolicited electronic mail or other mass electronic mailings.
Due to the public nature of the Internet,all material submitted by CLIENT for publication will be
considered publicly accessible.AGENCY does not screen in advance CLIENT's material submitted to
Agreement No. 52726
M P IPS hwAft AR Communications.
One Voice.
AGENCY for publication.AGENCY's publication of material submitted by CLIENT does not create any
express or implied approval by AGENCY of such material, nor does it indicate that such material
complies with the terms of this Agreement.
9. LIMITATION/DISCLAIMER OF LIABILITY
(1) AGENCY is not liable for protection or privacy of electronic mail or other information
transferred through the Internet or any other network AGENCY or its CLIENTs may
utilize.
(2) AGENCY does not represent or warrant to CLIENT that CLIENT will receive continual and
uninterrupted service during the term of this Agreement. In no event shall AGENCY be
liable to CLIENT for any damages resulting from or related to any failure or delay of
AGENCY to provide service under this Agreement if such delays or failures are due to
strikes, riots,fire,inclement weather,acts of God,theft or vandalism or other causes
beyond AGENCY's control, as defined by standard practices in the industry.Such failure
or delay shall not constitute a default under this Agreement.
10. INDEMNITY
CLIENT agrees to defend, indemnify and hold AGENCY harmless from and against any and all claims,
losses, liabilities and expenses(including lawyers'fees) related to or arising out of the services provided
by AGENCY to CLIENT under this Agreement, including without limitation claims made by third parties
related to any false advertising claims, liability claims for products or services sold by CLIENT, claims for
patent, copyright or trade mark infringement,claims due to disruption or malfunction of services
provided hereunder,or for any content submitted by CLIENT for publication by AGENCY, but excluding
those related to the negligence of AGENCY.
11. WARRANTIES BY AGENCY
AGENCY represents and warrants to CLIENT that it has the experience and ability to perform the services
required by this Agreement;that it will perform said services in a professional,competent and timely
manner;that it has the power to enter into and perform this Agreement; and that its performance of
this Agreement shall not infringe upon or violate the rights of any third party or violate any federal,
state/provincial and municipal law. However,CLIENT will not determine or exercise control as to general
procedures or formats necessary to have these services meet CLIENT's satisfaction.
12. PREVIOUS AGREEMENTS AND MSA
This Agreement supersede and replaces any previous Hosting Services Agreements between the
AGENCY and the CLIENT. In the event that any Terms or Conditions in this Agreement should contradict
the MSA,the MSA will be deemed to be the overriding agreement.
13. GOVERNING JURISDICTION
This Agreement shall be governed by,construed and enforced in accordance with the laws of the United
States of America and the State of California. It is hereby agreed that any matter arising under this
Agreement and including, without limitation,any suit to enforce, must be finally adjudged or
determined in any court or courts of the State of California or of the United States of America, in Los
Angeles County, California,and the parties hereto hereby submit generally and unconditionally to the
Agreement No. 52728
Ph Ips All Communications.
One Voice.
jurisdiction of such courts and of any of them in respect to any such matter and consent to service of
process by any means authorized by California law.
ACCEPTANCE AND SIGNATURES
IN WITNESS WHEREOF,each party to this agreement has caused it to be executed on the date indicated.
City of El Segundo THE PHELPS GROUP, DBA PHELPS
Authorizing Signature Authorizing Signature
Name Name f /try c'+i„O
Title Tide C— Cx
Date Date 4 /(7