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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this Lit ay of ruhe, , 2003 by and
between the City of Arcadia, a municipal organization organized under the laws of the State of
California with its principal place of business at 240 West Huntington Drive, Arcadia, California
91066 -6021 ( "City ") and Terminal World, Incorporated, a corporation with its principal place of
business at 8475 Artesia Boulevard, Suite L, Buena Park, California 90621 ( "Consultant "). City
and Consultant are sometimes individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing data network maintenance
services to public clients, is licensed in the State of California, and is familiar with the plans of
City.
2.2 Project.
City desires to engage Consultant to render such services for the data network
maintenance project ( "Project') as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3. 1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional data network maintenance consulting
services necessary for the Project ( "Services "). The Services are more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject
to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
3.1.2 Term. The term of this Agreement shall be from January 1St, 2003 to
December 31St, 2003, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
3.2 Responsibilities of Consultant.
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3.2.1 Control and Payment of Subordinates, Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon written approval of City. In the event that City and Consultant
cannot agree as to the substitution of key personnel, City shall be entitled to terminate this
Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: Robert Spangler and Nima Sajadi.
3.2.5 City's Representative. The City hereby designates Captain Richard
Sandona, or his or her designee, to act as its representative for the performance of this
Agreement ( "City's Representative "). City's Representative shall have the power to act on
behalf of the City for all purposes under this Contract. Consultant shall not accept direction or
orders from any person other than the City's Representative or his or her designee.
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3.2.6 Consultant's Representative. Consultant hereby designates Robert
Spangler, or his or her designee, to act as its representative for the performance of this
Agreement ( "Consultant's Representative "). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this Agreement.
The Consultant's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care• Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to perform the
Services, including a City Business License, and that such licenses and approvals shall be
maintained throughout the term of this Agreement. As provided for in the indemnification
provisions of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions which are
caused by the Consultant's failure to comply with the standard of care provided for herein. Any
employee of the Consultant or its sub - consultants who is determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services
in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal/OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
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3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum
levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit;
(2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3)
Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by
the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident
for bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of five (5) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Work or operations
performed by or on behalf of the Consultant, including materials, parts or equipment furnished in
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connection with such work; and (2) the insurance coverage shall be primary insurance as respects
the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall
stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. Any insurance or self - insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall
not be called upon to contribute with it in any way.
(B) Automobile Liability. [Intentionally Omitted].
(C) Workers' Compensation and Employers Liability
Coveraize. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City; and (B) any failure to comply with reporting or other
provisions of the policies, including breaches of warranties, shall not affect coverage provided to
the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self - Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, 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 directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than ANIII, licensed to do business in
California, and satisfactory to the City.
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3.2.10.8 Verification of Coverage. Consultant shall furnish City
with original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf, and shall be on forms provided by the City if requested. All certificates and
endorsements must be received and approved by the City before work commences. The City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.11 Safety. Consultant shall execute and maintain its work so
as to avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local, state and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in accident
prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall
protection ladders, bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety'devices, equipment and wearing apparel as are necessary or lawfully
required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation
shall not exceed nine thousand nine hundred twenty -four dollars and fifty -nine cents ($9,924.59)
without written approval of City Manager. Extra Work may be authorized, as described below,
and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. City shall pay Contractor the sum of four
thousand nine hundred sixty -two dollars and thirty cents ($4,962.30) on March 1St, 2003, and
four thousand nine hundred sixty -two dollars and twenty -nine cents ($4,962.29) on September
1St, 2003, as full compensation for the Services.
3.3.3 Reimbursement for Expense . Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
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3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall riot perform, nor be compensated for, Extra Work without written authorization
from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
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3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
City:
Terminal World, Inc.
8475 Artesia Boulevard, Suite L
Buena Park, CA 90621
City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Captain Richard Sandona
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data, Licensing of Intellectual Property. This
Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require
all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license
for any Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
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City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either Party commences an action against the other
Party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the
losing Party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers and agents free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
property or persons, including wrongful death, in any manner arising out of or incident to any
alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys fees and other related costs and expenses. Consultant shall
defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its directors,
officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any
judgment, award or decree that may be rendered against City or its directors, officials, officers,
employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant
shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for
any and all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by the City, its directors, officials officers,
employees, agents or volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,.
understandings or agreements. This Agreement may only be modified by a writing signed by
both Parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5. 10 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns.
successors and assigns of the Parties.
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This Agreement shall be binding on the
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3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.13 Construction, References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severabilitv_. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. ' For breach or
violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non - discrimination shall include, but not be limited to, all activities related to
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initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff
or termination. Consultant shall also comply with all relevant provisions of City's Minority
Business Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF ARCADIA
By:
William R. Kelly
City Manager
Dated: 6'r. .2003
ATTEST:
Terminal World, Incorporated
By:
Robert WnOr
Vice President
y Clerk
APPROVED AS TO FORM: CONCUR:
�.
Stephen P. Deitsch ent Head Date
City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
A. Terminal World, Inc. will provide labor, for repair and/or maintenance, on the equipment
listed below, at no charge to the City for the period of this Agreement as long as the
City meets the terms, conditions, and obligations. Terminal World, Inc. will abide by
all manufacturer warranties for repair or replacement of defective equipment.
B. Terminal World, Inc. will respond by phone within two (2) hours and will respond on -site
within four (4) hours, if the problem(s) cannot be solved by phone.
C. Terminal World, Inc. will offer preventative maintenance every six (6) months. A
member of Terminal World's staff will inspect the hardware set forth below. The
File Server(s) will need to be down for at least one hour while comprehensive
diagnostics are performed. A report will be given to the pre - designated technology
manager. Any preventative action that may be required will be detailed in the fitness
report and may incur an additional charge (solely at the discretion of the City)
D. Consultant shall remain available to respond to service request Monday through Friday,
from 8:00 a.m. to 5:00 p.m., holidays excluded.
Description
Qty
Serial Number
3Com 3C16170
1
0300/7HDV103737
3Com Ethernet Hub (Briefing Room)
1
3Com Ethernet Hub (Communications)
1
3C16700A
3Com SuperStack II
1
D300 /7WRV320D5C
APC Smart-UPS 2200NET
1
BocaHub 16 (PACE)
1
Compaq 550 Server
1
7852BV20184
Compaq Proliant 3000 6/450 File Server
1
7852BV20184
Compaq Proliant ML370 P3 /1000 Email/Backup Server
1
Compaq Proliant ML370 SQL /Comms Server
1
Cisco 1601 Router (PACE)
1
JAB03075123
Cisco 1601 Router (Arcadia -PACE)
1
JAB0303419G
Cisco 1605 -R Router (CLETS)
1
JAB031541 GW
Cisco 1605 -R Router (City Hall)
1
JAB031531YV
Cisco 2500 Router
1
250571038
Cisco 1924 Switch
1
SSG84700120
Cisco 2924 Switch
1
FAB0444MOG7
Cisco 2924 Switch
1
FAB0444TOZL
HP Hub (Detective Bureau)
1
SG84700120
HP JetDirect 170x
2
JetDirect
1
SG84140201
JetDirect
1
1PJ2591A
A -1
M
EXHIBIT "B"
SCHEDULE OF SERVICES
M
Contractor shall respond to requests for Services from the Arcadia Police Department during the
term of this Agreement.
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EXHIBIT "C"
COMPENSATION
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For any and all Extra Work performed by Contractor pursuant to Section 3.3.4, the City agrees to
pay Contractor $135.00 per hour Monday through Friday 8 a.m. to 5 p.m., and $155.00 per hour
before 8 a.m., after 5 p.m., and all weekends and holidays. With respect to Extra work requested
by City, City shall pay Contractor the sum of eighty dollars ($80.00) for each round trip to the
City required for such Extra Work.
RVPUBINGS\557192
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CERTIFIt TE OF LIABILITY INSL ANCq,3,t 1% DATE 03
PRODUCER THIS CRRTIFICATE713FISSUED AS A MATTER OF INFORMATION
Solomon G Solomon Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Brokers HOLDER. THIS CNRTIRCAT9 DOES NOT AMEND, MEND OR
23332 Mill Creek Dr Ste 135 ALTER THE COVERAGE AFFORDED BY THE POLIOIES BELOW.
Laguna Hills CA 92653 INSURERS AFFORDING COVERAGE
Phone:949 -563 -0300 Fax:949- 951 -9342
INSURED INSURER A: Hartford Ins Cc
mums: Philadel hia Insurance Cc
Terminal Worl , Irla . INSURER C:
At �r tis * i Suite L INSURER D:
Buena Nark CA W2i
INSURER E:
r/1VCDAf'SCQ
THE POLICIES OF INSURANCE UMO BELOW HAVE SEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTIMTHSTARO NG
ANY REQUIREMENT, TERM OR CONOITION OF ANY CONTRACT OR OTHER DOCUMENT WItH RESPECT TO MRSCH TMIS CWMPICATE MAY BE ISSUED Gilt
MAY FERTAIN, THE MURANCE AFFORDED BY THE POLIGTES DESCRIBED HEREIN IB SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
R
TYPE OF INSURANCE
POLICY NUMBER
POI ice Department
240 W. Huntigton Dr.
P.O. Box 60021
DA i
LIMITS
A
GENERAL LIABILITY
X eoMMERcuLDENERALuAvuTY
CLAIMS MADE 17X OCCUR
57SSAAU2917
04/07/03
04/07/04
EACHOCCURRENCE
$1,000,000
nREOAMAOESA"w@fr#I
s300,000
MID EXP (Any em_OKaen)
$10,000
PERSONAL A AM INJURY
11 000,000
oENERAL AGGREGATE
f 2 000 000
GEML AGGREGATE LIMIT APPLIES PIER
POLICY LOC
PRODucTB - cowpop AGO
*2,000,000
AUTOMOBILE
LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCNEDULID AUTOS
HIRED AUTOS
NON -OWNED AUTOS
COMBIN4D SINGLE LMET
�# aeNtleMl
f
BOOILY INJURY
Armen)
BOOILY INJURY
(Par aaaldent►
e
PROPERTY DAMAGE
( ►K #CCNNMj
$
DAMAGE LIABILITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
f
OTHER THAN EA ACC
AUTO ONLYI AGO
f
S
EXCESS LIABILITY
OCCUR LI CLAIMS MADE
DEDUCTIBLE
RETENTION f
EACH OCCURRENCE
f
AGGREGATE
f
f
f
i
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
S.L. EACH ACCIDENT
f
E.L. DISEASE - EA EMPLOYE
f r
E.L. DISEASE - POLICY LDIIIT
t
B
OTHER
Professional Liab.
PHSD049559
03/14/03
03/14/04
Per Occur 1,000,000
Xgqrnate 1,000,000
DESCRIPTION OF OPERATIONan o ATIONSAI mCLKVWiCLUSION3 ADDED BY E (MRSBMENTirRIAL PROVISIONS
*10 day notice for non-paymsent of premium and /or non - reporting of payroll.
City of Arcadia- Police Department --and its officers, officials, employees and
agents are included as additional insured with respect to general liability.
•ca mrfefc�re U"l nao I v I WM I"". 1"alfews I a 0- GMm"BELY tj"M
ARCAi 01
SHOULD ANY OF THE ABOVE DESCRRIED POLICIES BE CANCELLED SOM THE EvMTID
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN
Ci ty o f Arcadia
NOTICE TO THE CSRTIFICATE HOLDER NAMED TO THE LIFT, BUT FAILURE TO DO 30 SHALL
POI ice Department
240 W. Huntigton Dr.
P.O. Box 60021
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UFON THE INSURER ITS AGENTS OR
REPREBINTATTYIS.
Arcadia, CA 91066 -6021
Michael Nazari
AGOKU 25 -5 (7197) w^, %jKu Vvlarumn i own la9v
£0'd -"101
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POLICY NUM9HR 57 3SA . a►n2si? .
I
THIS ENDORSEMENT . CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
ADD1'I'IOM INSMED - XAXA=: /LESSOR
is
CITY OF ARCAD7A AND ITS DIRt CTORG, OPPICSU OF�F'ICI"8, EMPLOYEES,
! . AGIEWS FIND t]i55It', MTED VOLUN"ERS
240 W. HtWo -I' GTON DR
PO 80Z 60021
JJ ARCADIA CA 91006
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Fann IN 12 001195 TSEQ. NO. 003; ; Printed in U-SAL Page 001
precam Oats: 05/21,/03 Explrmthm Oats: 04/07/04
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THIS ENDORSEMENT CHANGES THE POLICY,.' PLEASE READ IT CAREFULLY.
UCY -0-HA tGE
TN& &xba a rant changes die pdicy ~vs vft the Inaeptia+. Oats of the polcy unless anoher date is Indicated blow:
Policy Number: 51 SBA AU2917 SC ORIGINAL
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Named Ins4(od and llalling Address: TERMINAL t# ORAX INC'
'8475 ARTESIA BLVD., STE. L
BUENA PARK CA 90621
Policy Change Elfwave Data: 04/2910 Ethatlw hour: is the amw as stated In the
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Oeclars"ns Fags of 11w Poky.
cPolicy
Change Number: 002
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Agent Name. NETWORM, I6Tst RANCE . AGENTS
Code: 121637
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POLICY CHANGES:
NO PREMIUM DOE AS OF POLICY .'Cif E"ECTPA DATE
pDRN MmSRS op ENWRGSMNTS° "VISED 11T ENDO)tSvMENE ISSUE:
IIi12001185 ADDITIONAL INSURED . - 1WAMM /LEBSOIt
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THIS ENDOR83MEtaT WES NOT CHW= .THS POLICY EXCEPT AS SWWN.
roan SE 12 11 OB W F►(W In U.9.A. " Page 0.01
Process Data: 05/15/03 Potiny EXplratlon Date: 04/07/04
UK COPY
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