1 AGREEMENT FOR PROJECT SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND TEC-REFRESH, INC.
THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement”) is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Tec-Refresh, Inc., a California corporation(“Contractor" or “Consultant”).
The parties hereby agree as follows:
A. Description of Project or Scope of Services. The project description or scope of services to be provided by Contractor, and any corresponding responsibilities of City or services required to be performed by City are set forth in Exhibit "A”.
B. Term and Time of Completion. Contractor shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".
C. Compensation. City agrees to pay Contractor for work performed in accordance with Exhibit "C”.
* * * * *
GENERAL PROVISIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Contractor shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.
3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Contractor shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials shall be specific for the project herein and shall not be used by the City for any 2 other project without Contractor's consent. Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the direction of Contractor for Contractor's own use; provided, however, that Contractor shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.
4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.
Inspections by the City shall not relieve or minimize the responsibility of Contractor to conduct any inspections Contractor has agreed to perform pursuant to the terms of this Agreement. Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Contractor hereunder.
5. Services. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C”, the City in its sole discretion may, upon notice to Contractor, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. City shall furnish Contractor, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Contractor's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Contractor.
6. Records. Contractor, including any of its subcontractors, shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Contractor, including any of its subcontractors, shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Contractor's completion of performance of this Agreement. Copies of all pertinent reports and correspondence shall be furnished to the City for its files.
7. Changes and Extra Work. All changes and/or extra work under this Agreement shall be provided for by a subsequent written amendment executed by City and Contractor.
3 8. Additional Assistance. If this Agreement requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.
9. Professional Ability. Contractor acknowledges, represents and warrants that Contractor is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement.
Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession.
10. Business License. Contractor shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.
11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. In the event of any such termination, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Contractor for this Agreement prior to Contractor’s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
12. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons 4 for such termination. Contractor shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of Contractor's breach of this Agreement.
13. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Contractor further acknowledges, represents and warrants that Contractor has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.
14. Indemnity. To the maximum extent permitted by law, Contractor hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”) from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Contractor’s performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
5 15. Insurance. Contractor shall comply with the requirements set forth in Exhibit "D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.
16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
17. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nondiscrimination laws.
18. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the services which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Contractor, Contractor shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor to assign any or all of its rights under this Agreement without first obtaining the City’s prior written consent shall constitute a material default under this Agreement.
The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Contractor or twenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.
Further, the involvement of Contractor or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Contractor’s assets occurs, which reduces Contractor’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.
19. Subcontractors. Contractor shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Contractor shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.
20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or 6 written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the exhibits to this Agreement.
21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Contractor.
23. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.
24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Contractor, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.
25. Time of Essence. Time is of the essence of this Agreement.
26. Confidentiality. To the extent permissible under law, Contractor shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."
28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
29. Attorneys’ Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs.
This provision shall survive the termination of this Agreement.
30. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act 7 are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.
31. Interpretation. Contractor acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.
32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
Contractor shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.
33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.
34. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Contractor.
35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
SIGNATURES FOLLOW ON NEXT PAGE
8 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 6th day of February, 2024.
CITY OF REDONDO BEACH, TEC-REFRESH, INC.,
a chartered municipal corporation a California corporation
_____________________________ By: _______________________ William C. Brand, Mayor Name:_______________________
Title: _______________________
ATTEST: APPROVED:
_____________________________ _____________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
_____________________________
Michael W. Webb, City Attorney
9 EXHIBIT “A”
SCOPE OF SERVICES
CONTRACTOR’S DUTIES
A. Managed Detection and Response: Contractor shall implement a Managed Detection and Response (“MDR) solution to defend against advanced threats that conventional prevention tools may fail to detect. This is to help City’s cybersecurity defenses by extending MDR capabilities to the cloud, identifying misconfigurations, vulnerabilities, and actively monitoring for ongoing attacks and potential account compromises.
1. Key Features: Contractor shall:
a. Implement and host a fully managed SIEM system.
b. Provide 24x7 monitoring of the Client’s networks, endpoints, cloud environments, and other critical systems.
c. Conduct external vulnerability scans on a monthly basis. d. Handle unlimited log volume and events per second.
e. Retain logs for a period of 90 days.
2. Sources of Telemetry: Contractor shall monitor and analyze logs from various sources including FW/UTM, IDS, DNS, HTTP & TLS, Active Directory, Flow Data, Server Logs, Wireless AP, and other logs.
3. Detect: Contractor shall:
a. Leverage existing technology stack to identify advanced network, endpoint, and cloud threats.
b. Analyze network flow data and infrastructure logs through advanced sensors and correlate events for threat detection.
4. Respond: Contractor shall provide subject matter engineers to provide 24x7 coverage and response to detected threats.
5. Recover: Contractor shall:
a. Investigate the root causes of security incidents.
b. Validate remediation strategies.
c. Continuously improve the overall security posture.
10 6. Security / Network Management: Contractor shall provide comprehensive remote support to the City's information technology team. This includes, but is not limited to, maintaining the security, efficiency, and regulatory compliance of the City’s IT infrastructure and operations.
a. Security Management: Contractor shall:
i. Implement security plans consistent with City's security policies, and develop and provide documentation demonstrating adherence to the methods, processes, and procedures.
ii. Maintain a secure computing environment, including compliance with City's policies.
iii. Protect sensitive information, logically and physically, in storage and during transmission, against unauthorized access or modification. iv. Proactively monitor current IT security trends, threats, common exploits, and security best practices and notify the City of the same. v. Manage the daily operations and administrative services of the city's security appliances and solutions, such as Firewalls, Intrusion Detection/Prevention Systems (IDS/IPS), and Endpoint Detection and Response (EDR).
1. Provide assistance for additions, relocations, and modifications.
Conduct troubleshooting and investigation of operational problems.
2. Provide assistance for additions, relocations, and modifications.
Conduct troubleshooting and investigation of operational problems.
3. Investigate security events.
4. Maintain all documentation required for security assessments, audits, and internal control and control testing.
5. Deliver services in accordance with cybersecurity standards, including NIST, PCI, and HIPAA.
b. Network Management: Contractor shall:
i. Perform configuration and firmware management.
1. Update firmware and operating systems on devices, including servers, firewalls, and switches.
2. Perform network configuration management and backup. ii. Perform operations and administration services associated with the provisioning and day-to-day management of the IT network infrastructure.
iii. Troubleshoot infrastructure issues related to network and server environments.
c. IT Infrastructure Planning and Design Advisory: Contractor shall:
i. Assist client with IT-related project design.
ii. Oversee project objectives, coordinate project milestones with support staff, provide a status update to initiated projects and work with City's project managers through completion of projects.
d. Vulnerability Management: Contractor shall:
i. Perform regulatory compliance reporting.
1. Assist the City with the regulatory compliance process. 11 2. Provide guidance to ensure the City maintains compliance with regulatory requirements.
ii. Perform third party risk management. Provide risk assessment to potential and existing City vendors and provide the City with risk score based on the assessment results.
iii. Perform vulnerability scanning.
1. Execute monthly external and internal vulnerability scans to identify and address potential security threats.
2. Utilize a reporting and collaboration platform for efficient communication and response strategies.
B. Patch Management: Contractor shall establish and maintain a comprehensive patch management process for the City. This includes overseeing the update and maintenance of workstations, servers, and network infrastructure, focusing on both operating system and firmware updates. Contractor’s primary goal shall be to improve the security, stability, and performance of the City's IT environment, ensuring all software and hardware components remain up-to-date and protected against vulnerabilities.
1. Inventory Assessment: Contractor shall:
a. Conduct an initial inventory assessment of all workstations, servers, and network infrastructure components to identify existing hardware and software.
b. Document the current state of operating systems and firmware versions for all devices.
12 2. Patch Identification and Prioritization: Contractor shall:
a. Regularly monitor vendor releases and security advisories to identify patches and updates.
b. Evaluate the criticality and relevance of each patch based on its impact on security and system performance.
c. Prioritize patch deployment based on predefined criteria and in alignment with the City's operational needs.
3. Patch Testing and Validation: Contractor shall:
a. Develop a testing environment to ensure patches do not disrupt normal operations and are compatible with existing software and configurations. b. Conduct thorough testing for identified patches and updates to validate their compatibility and effectiveness.
c. Document testing results, including any issues encountered during the validation process.
4. Patch Deployment: Contractor shall:
a. Schedule and implement patch deployments during maintenance windows to minimize disruption to City’s operations.
b. Maintain a clear and well-documented process for deploying patches to workstations, servers, and network infrastructure.
c. Monitor the status of patch deployments and address any issues or failures promptly.
C. On-boarding Comprehensive Review: Contractor perform a series of initial reviews, including an Architecture Review, to gain a comprehensive understanding of the City’s network environment. Upon completion, Contractor shall present a tailor-made set of, actionable and NIST-based policies and tasks.
These findings will be adjusted based on the City's cyber profile, relevant regulatory requirements and industry benchmarks. Contractor’s assessment shall include, but not be limited to the following.
1. Inventory of what is discovered during the scanning,
2. Top 10 Vulnerabilities (Server, Desktop, Network, etc.),
3. Access,
4. Security Awareness,
5. Email Security,
6. Risk Management,
7. Incident Response,
8. Logging and Monitoring,
9. Network,
10.Office365,
11.Active Directory,
12.Compliance and Auditing,
13.Data Protection,
14.Physical Infrastructure,
15.Secure Software Development, and
16.Vulnerability Management
13 D. Ticketing and Auditing: Contractor shall:
1. Triage and log all requests and incidents via a centralized ticketing portal.
2. Provide the City access to retrieve historical data for auditing purposes.
3. Provide channels to allow the City’s IT staff to open incident or service requests via phone, email, and web as follows:
a. Phone: 909.366.5621
b. Email: [email protected]
c. Support Portal: https://tecr.io/support
E. Service Level Agreements: Contractor shall apply a priority level to all support tickets, with response times based on organizational impact.
Priority Impact Definition
Response Time
(Business hrs 6-
5)
Response Time
(After Hours)
1 Critical Impacts multiple people and impacts
business operation 15 minutes 2 hours
2 High Impacts few people significantly 1 hour 4 hours
3 Medium A few people impacted, work can still be
performed 2 hours Next Business Day
4 Low A few people impacted, work can still be
performed 4 hours Next Business Day
F. Service Level Agreements: Contractor shall apply a priority level to all support tickets, with response times based on organizational impact. 14 G. Hours of Operation:
1. Operational Support: Monday through Friday 9:00AM to 5:00PM PST.
2. Managed Detection Response Hours: 24 hours per day, 365 days a year H. Assumptions: The scope of work described herein is based on the following assumptions.
1. City provides adequate levels of access to enterprise environment in order to perform professional services.
2. Contractor provides primary support remotely over internet or phone.
3. This contract will consist of remote support and management.
4. Onsite support will also be available at the request of the City.
5. Contractual terms are enforced based on the terms of this statement of work including expenses, such as travel.
6. Contractor’s engineers provide direct support for the City’s IT staff and do not provide end-user desktop support.
7. City will be responsible for application issues within the code or functionality (ex: GIS application).
I. Project Change of Control Procedure: The following process will be followed if a change to this Agreement.
1. Changes to the scope of services will be initiated through a Project Change Request (PCR). The PCR should detail the change, its rationale, and its potential impact on the project.
2. The Project Manager from either the City or Contractor will review the PCR. If deemed necessary, they will forward it to the counterpart for further consideration.
3. Both Project Managers will evaluate the PCR. They will decide whether to proceed with further investigation or reject the change. If an investigation is needed, both parties must agree on any associated costs. An executed amendment, signed by authorized representatives, will be required for these costs, which will be invoiced to the City.
4. Both parties will conduct an investigation to understand the impact of the PCR on the scope of service, including price, schedule, and other terms. Upon completion, both parties will review these impacts.
5. If both parties agree on the changes post-investigation, a formal amendment will be executed.
J. Completion Criteria: Contractor shall have fulfilled its obligations when the Contractor completes all the services described in this scope of services, including but not limited to, delivery to Client of the materials listed in the section and Client accepts such activities and materials.
K. Contractor’s Team: Contractor shall ensure the following members perform the duties described herein.
15 Functional Role Phone Email
Efrem Gonzales - Account Manager 909-694-4010 [email protected] Mike Tammaro - Project Manager 617-829-9153 [email protected] Miguel Martinez – CTO 909-366-5616 [email protected] Cory Holmes - Technical Escalation 909-366-5615 [email protected] Mike Hang - Technical Escalation 909-366-2022 [email protected] 16 EXHIBIT "B"
SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence on February 6, 2024 and expire March 5, 2027 (“Term”), unless otherwise terminated as herein provided. 17 EXHIBIT “C”
COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below:
A. AMOUNT. Contractor shall be paid $779,518.99 for the work described in Exhibit “A” of this Agreement in accordance with the attached schedules.
B. EXPENSES. Reasonable expenses, including travel, incurred by the Contractor in the course of performing this work will be reimbursed to the Contractor. However, prior to incurring any expenses, the Contractor must obtain written approval from the City. All expenses will be invoiced at their actual cost.
C. NOT TO EXCEED AMOUNT. If unexpected issues arise, including external purchases outside of the scope of this Agreement (e.g. hardware, software, or subscription not included in this Agreement), which require additional work, the total cost may exceed the amount in Section A of this Exhibit “C”. In such case, Contractor shall provide an estimate for extra tasks. However, any additional costs shall not exceed $25,000, and the total amount paid to the Contractor, including reimbursable expenses, shall not exceed $804,518.99.
D. METHOD OF PAYMENT. Contractor shall provide invoices to City for approval and payment. The invoices shall include the dates of service, description of services, quantity, unit cost, subtotal, and total fee. Invoice must be itemized, adequately detailed, based on accurate records, in a form reasonably satisfactory to City.
Contractor shall submit an invoice to the City by email and mail. Contractor shall provide any other back-up material upon request.
E. SCHEDULE FOR PAYMENT. City agrees to pay Contractor within thirty (30) days of receipt of the invoice; provided, however, that the services are completed to the City’s reasonable satisfaction.
F. NOTICE. Written notices to City and Contractor shall be given by email, or registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
Contractor: Tec-Refresh, Inc.
100 Bayview Circle, Suite 230
Newport Beach, CA 92660
Attention: Efrem Gonzales
Email: [email protected]
18 City: City of Redondo Beach
Information Technology Department
415 Diamond Street
Redondo Beach, CA 90277
Attention: Mike Cook
Email: [email protected]
All notices, including notices of address changes, provided under this Agreement are deemed received on the next business day if by email and on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.
Terms and Conditions: Net 30
Please remit all purchase orders and invoices to:
Tec-Refresh, Inc.
10 Stevens Street #190
Andover, MA, 01810
United States
Grand Total $230,280.00
Shipping and $0.00
Handling
Tax $0.00
Subtotal $230,280.00
Memo Year 2
Contract Number: 7-17-70-40-05
NASPO Master Contract Number: AR2472
Contract Term: 09/15/17 – 09/15/26
Contract #
415 Diamond St Door 2
Redondo Beach, California 90277
United States
Ship To
Ship To Name City of Redondo Beach
415 Diamond St Door 2
Redondo Beach, California 90277
United States
Bill To
Bill To Name City of Redondo Beach
Phone (310) 318-0658
Email [email protected]
Title Head of Information Technology
Contact Name Mike Cook
Phone (617) 829-9153
Email [email protected]
Title Sales Operations Manager
Prepared By Michael Tammaro
Expiration Date 1/31/2025
Quote # QUO - 1578
100 Bayview Circle, Suite 230
Newport Beach, CA 92660
US
Company Address
Contact Information
Address Information
Product Code Quote Line Item Description Quantity Sales Price Total Price MDR Services + Vulnerability Management Tec-Refresh MDR Services + Vulnerability Management 12.00 $15,350.00 $184,200.00 Patch Management Patch Management Software 12.00 $3,840.00 $46,080.00 Totals
Terms and Conditions: Net 30
Please remit all purchase orders and invoices to:
Tec-Refresh, Inc.
10 Stevens Street #190
Andover, MA, 01810
United States
Grand Total $255,840.00
Shipping and $0.00
Handling
Tax $0.00
Subtotal $255,840.00
Memo Year 3
Contract Number: 7-17-70-40-05
NASPO Master Contract Number: AR2472
Contract Term: 09/15/17 – 09/15/26
Contract #
415 Diamond St Door 2
Redondo Beach, California 90277
United States
Ship To
Ship To Name City of Redondo Beach
415 Diamond St Door 2
Redondo Beach, California 90277
United States
Bill To
Bill To Name City of Redondo Beach
Phone (310) 318-0658
Email [email protected]
Title Head of Information Technology
Contact Name Mike Cook
Phone (617) 829-9153
Email [email protected]
Title Sales Operations Manager
Prepared By Michael Tammaro
Expiration Date 1/31/2026
Quote # QUO - 1579
100 Bayview Circle, Suite 230
Newport Beach, CA 92660
US
Company Address
Contact Information
Address Information
Product Code Quote Line Item Description Quantity Sales Price Total Price MDR Services + Vulnerability Management Tec-Refresh MDR Services + Vulnerability Management 12.00 $17,055.00 $204,660.00 Patch Management Patch Management Software 12.00 $4,265.00 $51,180.00 Totals
19 EXHIBIT “D”
INSURANCE REQUIREMENTS FOR CONTRACTORS
Without limiting Contractor’s indemnification obligations under this Agreement, Contractor shall procure and maintain for the duration of the contract insurance 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 the Contractor, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
Workers’ Compensation insurance as required by the State of California.
Employer’s Liability Insurance.
Minimum Limits of Insurance
Contractor shall maintain limits no less than:
General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
20 Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance, or as a separate owner’s policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor.
For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.
The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Contractor’s part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
21 Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
Subcontractors
Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Contractor acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.