CONTRACT 4237 One Page Service Agreement CLOSED ����M��y�����*� J� ����k��0�������� -
Services U������ �� �
��n *�w�oun��no
C���OR',i.-Viewfin|ty, _ ___ _ DATE MAILED: 2-8-12
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Below you will find a checklist relating to IOxVnoRoo and other requirements that are ngqu|ynd for doing bUGiD9Go with the City of El
Segundo. OO�those �Nnmchecked-off are MANDATORY, however� standard exceed the Ol|D|0UOl [oqu|reme�splease
|no|uda. Commercial general liability insurance must meet orexceed the requirements of|$O~CGL Fmnn No. CG 00 V1 11 85 or
88. The amount nfinsurance set forth below will b8@combined single limit per occurrence for bVd/'bodily injury, ^
personal 'u dproperty
damage for the policy coverage, Liability policies will he nVdnooad to name the C|ty, its officials,
and
m/Ap| ' 'as' "additional
|nnured`w" under said insurance coverage and to state that such insurance will be deemed ''phmnorv' such that mnyn�sr
insurance that may be carried by the City will be excess thereto. Such Insurance must be on an "occurrence," not "claims
made," basis and will not he conuw|ah|e or subject to reduction except upon thirty (30) days prior written notice to the City.
P|o8So find oddiUnVo| Terms and Conditions on the reverse side of this Gum|c90 An[eoOleOt This is not a purchase order or an
authorization to begin work.
�omorehenmlweGeBera>Liability, including coverage for premises, products and completed OpRraNuDo' independent cnDtramN[m.
personal Injury and contractual obligations with combined single limits of coverage of at least$1.D0O.UO0per occurrence,
Auto Llabllitv, Including owned,non-owned and hired vehicles with at least:
0 $i.00O.0OUper occurrence.
El $1O0.O00'3OO.000per occurrence.
El Asrequired byState Statutes. A copy of your current policy must be submitted naming yourself and or your company,
VVVMkgro' Con1DeOnoUoO Insurance: as required by State Statutes, (Not needed if Self-employed with no eDnp|oygpV and
CONTRACTOR signs statement to this effect.)Viewfinity has NO employees in the State of California,
8UsiOeoo License: Tho CONTRACTOR shall agree to have a current City of El 88gUOdV license on file at City HaUV[purchase
said license(��DnoVsttOthe Oitv). Fulfillment Ofsoftware purchase will bethrough|nsightco0.
F-1 Permits: p|aO8 must be approved and permit(s) |nnUed (no fee) by the P|oOO|ng and Building Gaha\y if appropriate, Call the
Planning Manager @(31O)024-234Oifyou have questions,
Fl OonYnfvalid D/ohUna[D. (Drivers license etC.\
PLEASE NOTE/ ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE DFACITY
PURCHASE ORDER BEING GENT TO YOU (VIA FAX OR HARD COPY) BY THE R|GKMANA$ER/PURCHASING AGENT, THUS AUTHORIZING
COMMENCEMENT OpWORK FOR THE CITY.
Submitted bv(oomo|ateall h|onks): COLOR COPY REQUIRED BACK T0THE CITY
CoNpmAyNam0im*linfty.Inc. By/P0itn$me,&V��� ----- l
| iJohmHmrnHom COO
Opm`eU^8b6etA0d(eoo< �i |
3O3WymanST.,Suite 3OO | 77
Wa|tkmn.MA0451
phone, FAX-��88G 883-2184
781'622-7474
Vendor's EmoUaddmax:dovid. ity,oum Vendor's Web site:www,view8nkxunm |
.__-___-
Mail origin ) dIns rance t :City of El Segundo-City Clerk 350 Main Street,Room 5,El Segundo,CA 90245-3813
cc:B ensa�cl Purchasing Agent;Requesting Dept nanie,'
,y ~°~`� �_� �~�
�Cii-/��~^^ e^"
C& of El ���z�^� /���� �/
1.GENERALLY. They materials supplies, or services (collectively, &PAYMENT. City will a Seller after receiving pp ( y, y pay ng acceptable invoices for..
"Purchase" covered b this services agreement and purchase order materials and supplies delivered and accepted or services rendered and
("order") must be furnished by Seller subject to all the terms and accepted. City will not pay cartage, shipping, packaging or boxing
conditions contained in this order which Seller, in accepting this order, expenses unless specified in this order. Drafts will not be honored.
agrees to be bound by and comply with in all particulars. No other terms 9.INDEMNIFICATION. Seller agrees to indemnify and hold City
or conditions are binding upon the parties unless subsequently agreed to harmless from and against any claim, action, damages, costs(including,
in writing. Written acceptance or shipment of all or any portion of the without limitation, attorney's fees), injuries, or liability, arising out of the
Purchase covered by this order constitutes unqualified acceptance of all Purchase or the order, or their performance. Should City be named in
terms and conditions in this order. The terms of any proposal referred to any suit, or should any claim be brought against it by suit or otherwise,
in this order are included and made a part of the order only to the extent whether the same be groundless or not, arising out of the Purchase or
it specified the Purchase ordered, the price, and the delivery, and then order, or their performance, Seller will defend City(at City's request and
only to the extent that such terms are consistent with the terms and with counsel satisfactory to City) and indemnify City for any judgment
conditions of this order. rendered against it or any sums paid out in settlement or otherwise. For
2.INSPECTION. The Purchase furnished must be exactly as specified in purposes of this section "City" includes City's officers, elected officials,
this order, free from all defects in Seller's performance, design, and employees. It is expressly understood and agreed that the
workmanship, and materials, and, except as otherwise provided, is foregoing provisions will survive termination of this order. The
subject to inspection and test by City at all times and places. If, before requirements as to the types and limits of insurance coverage to be
final acceptance, any any Purchase is found to be incomplete, or not as maintained by Seller, and any approval of such insurance by City, are
specified, City may reject it, require Seller to correct it without charge, or not intended to and will not in any manner limit or qualify the liabilities
require delivery of such Purchase at a reduction in price that is equitable and obligations otherwise assumed by Seller pursuant to this order,
under the circumstances. If seller is unable or refuses to correct such including,without limitation,to the provisions concerning indemnification.
items within a time deemed reasonable by City, City may terminate the 10.WARRANTY. Seller agrees that the Purchase is covered by the
order in whole or in part. Seller bears all risks as to rejected Purchases most favorable commercial warranties the Seller gives to any customer
and, in addition to any costs for which Seller may become liable to City for the same or substantially similar supplies or services, or such other
under other provisions of this order, must reimburse City for all more favorable warranties as is specified in this order. Warranties will
transportation costs, other related costs incurred, or payments to Seller be effective notwithstanding any inspection or acceptance of the
in accordance with the terms of this order for unaccepted Purchases. Purchase by City.
Notwithstanding City's acceptance of any Purchase, Seller is liable for 11.ASSIGNMENT. City may assign this order. Except as to any
latent defects,fraud,or such gross mistakes as constitute fraud. payment due under this order, Seller may not assign or subcontract the
3.CHANGES. City may make changes within the general scope of this order without City's written approval. Should City give consent, it will not
order in drawings and specifications for specially manufactured supplies, relieve Seller from any obligations under this order and any transferee or
place of delivery, method of shipment or packing of the order by giving subcontractor will be considered Seller's agent.
notice to Seller and subsequently confirming such changes in writing. If 12.INSURANCE. Seller must provide the insurance indicated on the
such changes affect the cost of or the time required for performance of face sheet of this Services Agreement.
this order, an equitable adjustment in the price or delivery or both must 13.PERMITS. Seller must procure all necessary permits and licenses, i
be made. No change by Seller is allowed without City's written approval. and abide by all federal,state,and local laws,for performing this order.
Any claim by Seller for an adjustment under this section must be made 14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
in writing within thirty (30) days from the date of receipt by Seller of will act as an independent contractor and will have control of all work
notification of such change unless City waives this condition in writing. and the manner in which is it performed. Seller will be free to contract
Nothing in this section excuses Seller from proceeding with performance for similar service to be performed for other employers while under
of the order as changed. contract with City. Seller is not an agent or employee of City and is not
4. TERMINATION. City may terminate this order at any time, either entitled to participate in any pension plan, insurance, bonus or similar
verbally or in writing, with or without cause. Should termination occur, benefits City provides for its employees. Any provision in this order that
City will pay Seller as full performance until such termination the unit or may appear to give City the right to direct Seller as to the details of doing
pro rata order price for the performed and accepted portion of the the work or to exercise a measure of control over the work means that
Purchase. City may provide written notice of termination for Seller's Seller will follow the direction of the City as to end results of the work
default if Seller refuses or fails to comply with this order. If Seller dogs only.
not cure such failure within a reasonable time period, or fails to perform 15.WAIVER. City's review or acceptance of, or payment for, work
the Purchase within the time specified (or allowed by extension), Seller product prepared by Seller under this order will not be construed to
will be liable to City for any excess costs incurred by City. operate as a waiver of any rights City may have under this Agreement or
5.TIME EXTENSION. City may extend the time for completion if, in of any cause of action arising from Seller's performance. A waiver by
City's sole determination, Seller was delayed because of causes beyond City of any breach of any term, covenant, or condition contained in this
Seller's control and without Seller's fault or negligence. In the event order will not be deemed to be a waiver of any subsequent breach of the
delay was caused by City, Seller's sole remedy is limited to recovering same or any other term, covenant, or condition contained in this order,
money actually and necessarily expended by Seller because of the whether of the same or different character.
delay;there is no right to recover anticipated profit. 16.INTERPRETATION. This Agreement was drafted in,and will be
&REMEDIES CUMULATIVE. City's rights and remedies under this order construed in accordance with the laws of the State of California,and
are not exclusive and are in addition to any rights and remedies provided exclusive venue for any action involving this agreement will be in Los
by law. Angeles County.
7.TITLE. Title to materials and supplies purchased under this order
pass directly from Seller to City upon City's written acceptance following
an actual inspection and City's opportunity to reject.
...... ... ......
_(1)Page Services Agreement with check boxes.doc 2/9/12
1, ,
Exhibit 1
Additional Terms and Conditions
1. "SELF-HELP" AND "MALICIOUS" CODES PROHIBITED.
A. Seller understands and agrees that its use of any "self-help" or
"malicious" codes, as defined by this Section, is prohibited and
constitutes an "unfair business practice" as defined by California
law. Notwithstanding any other provision of this Agreement that
limits Seller's liability, Seller is fully liable for all penalties and
damages arising from use of a self-help or malicious code.
B. "Self-help code" means any back-door, time-bomb, drop-dead,
time-out, lock-up, slow-down, data freezing, logic bombs, or other
software routine, code, devices, techniques intended to disable,
slow, prevent operation of, or otherwise interfere with or change
any operation of any computer system, software or other property
automatically with the passage of time or under the prior instruction,
triggering event or control of someone other than You.
C, "Malicious Code" means any virus, "spyware," "Trojan horse,"
"worm," "Easter egg," "cancelbot," "trapdoor," or other unapproved
or malicious software routine, code, command, device, technique,
or instruction or other contaminant intended to
i, Permit unauthorized access to, detection of, modification of,
or monitoring of any code, system, or data;
ii. Alter, supplement, disable, erase, limit, threaten, infect,
assault, vandalize, defraud, disrupt, damage, disable, shut
down or delete, threaten, slow or otherwise inhibit the
functioning of, or otherwise harm any of the code,
documentation or data or any computer system, software or
other property;
iiie Render any data irretrievable, modified, or disrupted so as to
be unreliable in any regard;
iv. Perform any other unauthorized action, or prevent, limit,
condition or inhibit performance of authorized actions or any
function including, without limitation, to its security or end
user data.
2. INDEMNIFICATION,
1
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�' � m��
k Seller agree to hold City harmless and indemnify City from any
damages arising from Seller's performance under this Agreement
except for City's sole negligence or willful misconduct. Seller
agrees to defend City, at City's request, from any suit or claim
where Seller's Licensed Software allegedly infringes upon
intellectual property of a third-party.
B. For purposes of this section "City" includes City's officers, officials,
employees, agents, representatives, and volunteers.
2
of
Viewfinity
;0 303 Wyman SI,SuRP300,Wallbarn,MA 024.61
Tel:(781),522-7488
VIEWFINITY Attn:Chris Hughes
Price Quotation and Order Form Coinpany Confidential
(All Prices Reflected in US Mars)
Quote Numberi 1130A Bill To: Ship To:
Quote Date: 11130/2011 CRY,of U Segundo City of El Segundo
Quote Expires: 12/30/20'11 350 Main St 350 Main St
S Stgundo,CA 90245 El Segundo,CA 90245
KrIN,Larry Kfingaman ATTW tarry Yhngatnan
NILE'Ll &I-IUt Ikm"Ll wn(,JNhCVL'
Method of Paymerrt:-
PC#,
ExtOnded
lBase Pricing-SaaS ourultity Discount Discounted License Fee License Fee
IVIewfinity Privilege Management Suite I 300 $18,00 95% !$13,50 $4,0501;
Total Cost $4,050
NOTM
P4yfruanr terms or*NET-50 Irmo deur*I invoeo
US-bn%vd toohru(:41 support is ruovidod between the boors of eam-6per 661
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