SECOND AMENDMENT TO THE HITECH SYSTEMS, INC. NON-EXCLUSIVE
SOFTWARE LICENSE AGREEMENT
MASTER LICENSE AGREEMENT NUMBER SN93110111-0
THIS SECOND AMENDMENT TO HITECH SYSTEMS, INC. NON-EXCLUSIVE
SOFTWARE LICENSE AGREEMENT MASTER LICENSE AGREEMENT NUMBER SN93110111-0 (this "Second Amendment) is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City"), and Hitech Systems, Inc. (dba Pulsiam), a California Corporation ("Consultant")
RECITALS
A. City and Consultant (hereinafter, the "Parties") originally entered into Agreement Number SN93110111-0, a Non-Exclusive Software License Agreement Master License Agreement on November 9, 1993 (the "License Agreement").
B. The Parties then entered into a Software Maintenance and Support Services Agreement on April 1, 2014 ("Support Services Agreement) C. The Parties further entered into a First Amendment on June 16, 2015, expanding the scope of services and compensation commensurate to such expansion. The First Amendment left unchanged all other terms in the Agreement D. The Parties desire to further amend the License Agreement by enacting this Second Amendment in order to clarify the term of the License Agreement, allow for quarterly billing or the provision of quarterly invoices by Consultant to City, and adding appropriate notice terms. The enaction of this Second Amendment will also allow City to remit to Consultant, the remainder of the amount due under Invoice No. 7355.
NOW, THEREFORE, the parties hereby agree as follows:
1. Section 2.2 "Payment Terms" shall be amended to add the following sentence to the end of the section which shall read as follows:
"Invoices shall be provided to Customer on a quarterly basis. Such quarterly invoices shall constitute the Term of the Agreement between Customer and Hitech."
2. Section 7.1 "Term" is deleted in its entirety and shall read as follows:
"This Agreement shall become effective upon the execution hereof by Customer and Hitech and shall remain in full force and effect until terminated pursuant to (1) the applicable paragraph(s) of this Agreement, (2) at the expiration of the current quarterly period plus written notice that the City will not extend the Agreement for an additional quarter.
City shall provide Hitech with such notice in writing consistent with the provisions set forth in Section 10.1, thirty (30) days' notice prior to the following quarter regarding its intent to (1) continue utilizing the services for the following quarter; or (2) terminating their agreement at the expiration of the current quarter.
The City may rescind its notice of termination made to Hitech subsequent to the 30- day notice period by providing Hitech a request to reinstate the agreement after which Hitech will provide a quote for the next quarterly period plus a ten percent (10%) reinstatement fee."
3. Section 10.1 "Notices" is deleted in its entirety and shall read as follows:
All correspondence pertaining to the content of this Agreement will be made via certified mail to the person(s) and address(es) below:
To Customer: To Hitech Systems (dba Pulsiam):
Captain Joe Hoffman Henry P. Unger
401 Diamond Street 16030 Ventura Blvd Ste 250
Redondo Beach, CA 90278 Encino, CA 9146
(310) 379-2477 Ext. 2665 310) 691-8107
4. Except as modified herein, all other terms and conditions of the License Agreement, Support Services Agreement and First Amendment shall remain in full force and effect. The License Agreement, Support Services Agreement, First Amendment, and this Second Amendment shall constitute the entire agreement between the parties and supersede any previous oral agreement. In the event of any inconsistency between the terms of this Second Amendment and the terms of the License Agreement, Support Services Agreement or the First Amendment, the terms of this Second Amendment shall govern.
SIGNATURES FOLLOW ON NEXT PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 8th day of December, 2020.
CITY OF REDONDO BEACH HITECH SYSTEMS, INC.
- DocuSigned by:
- DocuSigned by:
William (. Brand Henry P. Unger
-E6413C7231DF4E1...
By: Name: Henry anger
William C. Brand, Mayor
Title: President
ATTEST: - DocuSigned by:
Eleanor Manzano
- 72F2AC716C214CF...
Eleanor Manzano, City Clerk
- DocuSigned by:
APPROVED:
Diane Strickfaden
ABED8CF35EEF48C...
Risk Manager, Diane Strickfaden
APPROVED AS TO FORM:
- DocuSigned by:
Michael W. Webb
-669049EDE03D402...
Michael W. Webb, City Attorney
ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
PRODUCER SullivanCurtisMonroe Insurance Services (IRV) NAME RSPExpress 1920 Main Street PHONE (AC, No):
(A/C, No, Ext):
Suite 600 E-MAIL
ADDRESS: [email protected]
Irvine, CA 92614
INSURERS) AFFORDING COVERAGE NAIC #
www.SullivanCurtisMonroe.com License # 0E83670 INSURERA: Federal Insurance Company 20281 INSURED INSURER B: Hartford Casualty Insurance Company 29424 Hitech Systems, Inc.
INSURER C:
DBA Pulsiam
16030 Ventura Blvd., #250 INSURER D:
Encino, CA 91436 INSURER E :
INSURER F:
COVERAGES CERTIFICATE NUMBER: 57033981 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI NDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM XCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIM INSR
LTR
357960520UCY NUMBER.
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000
DAMAGE TO RENTED
CLAIMS-MADE / OCCUR PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY $Excluded
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO
POLICY JECT LOC
PRODUCTS- COMPOP AD SExcluded
OTHER:
A AUTOMOBILE LIABILITY 74970373 8/27/2020 8/27/2021 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident)
ANY AUTO BODILY INJURY (Per person)
OWNED SCHEDULED BODILY INJURY (Per accident) S
AUTOS ONLY AUTOS
HIRED NON OWNED
AUTOS ONLY AUTOS ONLY
/ Phys Damage
A UMBRELLA LIAB OCCUR 79806822 8/27/2020 8/27/2021 EACH OCCURRENCE $2,000,000 Ý EXCESS LIAB
CLAIMS-MADE AGGREGATE $2,000,000
Prods/Compl Ops excluded Pers/Adv Injury Excluded
DED RETENTION SO
WORKERS COMPENSATION 72WBCRT9614 8/27/2020 8/27/2021 • STATUTE
AND EMPLOYERS' LIABILITY
Y / N
NYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,000,000 )FFICER/MEMBEREXCLUDED? N N/ A
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below ELL. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Redondo Beach P.D. is named as Additional Insured with respect to General Liablity as per the attached endorsement.
CERTIFICATE HOLDER CANCELLATION
Redondo Beach Police Department THE EXPIRATION DATE THERE NOTE DEED
DATE THEREOF, NOTICE
401 Diamond St. ACCORDANCE WITH THE POLICY PROVISIONS.
Redondo Beach, CA 90277
AUTHORIZED REPRESENTATIVE
Maja Peci
Maja Peci
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 57033981 | HITECSYS | 20-21 GL, CAU, UMB & WC | RSPExpress | 8/17/2020 8:27:55 AM (PDT) | Page 1 of 3 CHUBB Liability Insurance
Endorsement
Policy Period 8/27/2020 8/27/2021
Effective Date 8/27/2020
Policy Number 35796052WCE
Insured Hitech Systems, Inc.
Name of Company Federal Insurance Company
Date Issued 8/17/2020
This Endorsement applies to the following forms:
PREMISES/OPERATIONS
Inder Who Is An Insured, the following provision is added.
Who Is An Insured
Owners, Lessees Or Persons or organizations shown in the Schedule below are insureds; butthey are insureds Contractors - Ongoing only with respect to their liability for bodily injury, property damage, adverting injury or Operations personal injury caused, in whole or in pari, by:
1. your acts or omissions: or
2. the acts or omissions of those acting on your behalf:
in the periormance of your onguing operations lor the person or organization shown in the Schedule at the applicable location described in the Schedule.
However,
• the insurance aftorded to such person or organization only applies to the extent pernted by law; and
• it coverage provided to the person or organization is required by a contract or agreement, the insurance aflorded to the person or organization will not be broader than that which you are required by such contract or agreement to provide for the person or organization.
Liability Insurance Additional Insured - Owners. Lessees Or Contractors - Ongoing Operations, Scheduled continued Form 80-02-2305 (Rev. 3-17) Endorsement Page 1
57033981 | HITECSYS | 20-21 GL, CAU, UMB & WC | RSPExpress | 8/17/2020 8:27:55 AM (PDT) | Page 2 of 3 Liability Endorsement
(continued)
However, no person or organization is an insured for bodily injury or property damage occurring alter:
1. all work, including matcrials, parts or cquipment furnished in connection with such un be at the to pers or ran aron shown in tire Senedul at the apicate loation described in the Schedule has been compicied: or
2. that portion of your work out of which the injury or damage arises has been put to its tended use by any person or organization other than another contractor bcontractor engaged in performing operations for a principal as part of the sar project.
Schedule
Designated Owner, Tessee Or Contractor
Redondo Beach Police Department
401 Diamond St.
Redondo Beach, CA 90277
All other terms and conditions remain unchanged
Authorized Rapresentative alla
last page
Liability Insurance Additional Insured - Owners, Lessees Or Contractors - Ongaing Operations, Scheduled Form 80-02-2305 (Rev. 3-17) Endorsement Page 2
57033981 | HITECSYS | 20-21 GL, CAU, UMB & WC | RSPExpress | 8/17/2020 8:27:55 AM (PDT) | Page 3 of 3