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HomeMy WebLinkAbout*AGMT - Prosum Technology Services • • • e .„ Addendum A to Master Services Contract 2006 -932 City of Seal Beach Environment Assessment Statement of Work October 31 2006 This addendum is incorporated into Master Services Agreement 2006 -932. This addendum defines the agreement for Prosum, Inc. (hereinafter referred to as "Prosum ") to provide services as defined herein to "City of Seal Beach" (hereinafter referred to as "COSB" or "Client "). r _,-- JI(' JJ' U 1<J1 ��11`` L I rrl'nningy Snrvi :ne Prosum Technology Consulting Group 2321 Rosecrans Avenue, Suite 4225 El Segundo, California 90245 © 2006 Prosum All rights reserved. No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopy, recording, or any information storage and retrieval system, without permission from Prosum. • • 1. Overview The City of Seal Beach (client) has requested Prosum's assistance in evaluating the state of their current IT environment and to provide recommendations to efficiently support their IT environment on an ongoing basis. In order to provide accurate recommendations, Prosum proposes to conduct an assessment of the client's existing IT environment. The client has requested that special focus be taken to interject a Project Management component within the recommendations as part of the final deliverable for this initiative. The Project Management component is defined as requirements needed to oversee ongoing IT initiatives and the interdependency of communication to all respective agencies within the City to improve end user satisfaction. This assessment, while providing an immediate report on the high -level condition of the client's IT environment, will also produce a written repository of information that will become the foundation of the client's information system documentation, which will act as a living document that will be added to over time during a potential on -going support engagement by the professional services company selected to fully outsource the client's IT environment. In addition, the aforementioned information will be repurposed in a formal RFP (Request for Proposal) document that will be used by the client to find a qualified IT professional services provider. The following outlines Prosum's approach and estimate for the Environment Assessment project: 2. Approach Prosum Consulting is a full service IT consulting firm whose expertise is assisting companies with information technology system Selection, Implementation, and Support. Prosum enables our customer's to better understand the benefits, risks, investments, and resources needed to use information technology to optimize or build their Enterprise Architecture to meet the strategic goals of their business. Our methodology is based on the realization that business processes and their supporting applications and systems can only be fully understood, implemented, supported and improved by understanding their interdependencies. Our approach is driven by understanding our client's: ❑ Business objectives and strategic goals ❑ Business processes ❑ Supporting information systems Prosum consultants work jointly with our clients to understand their overall corporate strategy and business objectives. To gain this understanding, Prosum will conduct an assessment on the current environment that will identify gaps between the strategy, business processes and supporting infrastructure and applications. Prosum will visit the client's primary locations (City Hall and Police Department) to review its current systems, network, and applications, and will conduct interviews with selected city personnel in order to identify key processes, objectives and areas of concern related to the firm's IT systems and operations. The key departments and personnel have been defined by the client as follows: Prosum Technology Consulting Group p. 2 of 6 Environment Assessment • Contact -" Name Title Department Email Joe Bailey Lifeguard Captain Lifeguards jbailev ac ci.seal- beach.ca.us Keith Evanoff Dir. Of Admin Services Admin /Finance kevanoff ac ci.seal- beach.ca.us Dou. Shur Su..ort Svcs. Mgr. Police Department dshurAci.seal- beach.ca.us Lee Iwhittenberq anci.seal- Whittenberg Dir. of Planning Planning beach.ca.us Mark mvukoievic(a.ci.seal- Vuko'evic Dir. Of Public Works Public Works beach.ca.us June Yotsuya Asst. City Manager Recreation jvotsuvaRci.seal- beach.ca.us Linda Devine City Clerk Administration Idevine@ci.seal- beach.ca.us A requirements specification and recommendations document is then developed and used to support the selection of the best -fit solution. Prosum proposes to: 1. Obtain a high level understanding of the current environment 2. Identify areas of need or improvement and identify associated projects to remedy those conditions 3. Obtain information needed to provide a reasonable estimate of resources needed to support the proposed baseline environment (skills needed, number of people, number of hours, associated costs) 4. Prepare and deliver a written report of Findings and Recommendations from the assessment. The results of the assessment will provide a blueprint for client's IT needs and will be used to create detailed proposals for any strategic IT projects and /or outsourcing of IT support. The information gathering portion of this assessment will be conducted at the client's offices in Seal Beach, Califomia. Analysis of the findings and collation and documentation of recommendations will be performed off -site. 3. Scope This section outlines the scope of services for an initial environment assessment, which is the preliminary phase of a potential outsourcing arrangement. This phase is necessary to accurately estimate the overall resources to support the client's environment. The scope of the assessment includes: • Assess current computer hardware including all servers (a maximum of ten total servers) and up to 3 client- defined representative desktops. • Assess network layer components, including all switches, routers, firewalls, and VPN appliances and primary network uses (Internet access, remote office connectivity, etc.). • Assess installed server -based applications, usage, patches, and versions. • Assess condition of Active Directory domain and supporting network services, scripts and policies. Prosum Technology Consulting Group p. 3 of 6 Environment Assessment • • • Assess network printing and network faxing systems, if applicable. • Assess condition of virus scanning on the network • Perform a high -level assessment of the file system used for network data storage and backup • Evaluate current email system, with respect to core functionality, remote accessibility, backup, and spam and virus filtering. • Review current network & server monitoring practices • Evaluate existing security model, including connectivity for all locations, firewall, virus protection, and patch management. • Evaluate current backup strategy from both a policy and architecture point -of -view. • Assess condition of the server room environment • Determine requirements for ongoing end -user support • Identify potential projects including but not limited to o Comprehensive documentation of specific IT systems and the development of user - training materials o Email archiving solutions o IT asset inventory • Development of the Network and System Documentation • Request for Proposal (RFP) development that will outline specific requirements of the City of Seal Beach for ongoing IT support including IT service firm qualifications, response instructions, and requirements for each department. 4. Deliverables The project will result in the following deliverables: • Network and System Documentation including a network diagram, server and network hardware inventory, and application inventory. • Request for Proposal (RFP) document • A document identifying the findings and recommendations resulting from the assessment which may include o Support services o System reconfigurations o System upgrades o Standardization o Additional assessment work, focused on a specific area or issue Prosum Technology Consulting Group p. 4 of 6 Environment Assessment • 0 5. Assumptions This statement of work is based upon the following assumptions: • Client will assign one key point of contact with decision - making and sign -off authorization for the project • Client will make available IT Management and other key personnel to address questions throughout the on -site assessment • Client will provide workspace for Prosum project personnel, and access to telephones, copier, fax, and printing facilities • Client will provide Prosum project personnel with existing documentation. This documentation may include organization, planning, and technical architecture material, and any other existing documentation deemed appropriate for the project • Client will provide Prosum project personnel with access to relevant external and intemal systems, as Prosum may require. This includes system information such as login information, Internet accessibility, and other interfacing systems. • Delays in the consulting process by the client (late delivery of assets, delays in client approval or limited access to client personnel) could result in a change order. The scheduled completion date will be adjusted proportionately to the time of client delay. • Client, upon receipt of a deliverable, will approve official project deliverables within 5 days of the deliverable(s) will be considered approved by default and any modifications will require a change request and additional project budget. • The network configuration at client will remain unchanged during the duration of the project. Exceptions are those communicated and agreed to in advance. • All client servers are located at City Hall and Police Department in Seal Beach. • This scope of work does not include changes to the systems or network environment. • The environment assessment includes the review of up to 10 Windows servers and supporting network equipment. 6. Schedule and Cost Prosum estimates that the Environment Assessment project will be completed over the course of approximately 2 -3 weeks. Once a Master Services Agreement and Addendum is signed, the project will be integrated into the work schedule and dates will be assigned to this project. Estimated resource needs are as follows: • Two (2) Sr. Consultants, one (1) System Architect and one (1) Project Manager The Services outlined herein will be executed for a fixed fee of $17,500. Prosum Technology Consulting Group p. 5 of 6 Environment Assessment • • 7. Maintenance Ongoing maintenance may be required to support this work once this project is complete. The cost of this maintenance is not included in this Statement of Work. 8. Change Order Once a statement of work has been signed, any modifications to the scope of work described herein will require a change order. A change order will define new requirements and impact on delivery time and cost. 9. Acceptance This document will be deemed accepted upon receipt of a signed copy thereof. Contents of this document supersede all other documents related to the services described herein. If this document correctly states our agreement, please sign below and return to Prosum. Agreed and accepted, City of Seal : ch • fficer Prosum Authorized Officer /A . By: ) / By: ,r, • Name: ' .- . . . C - s ; • ' r , Name: //4. 1 /rt k O Title: (- / 114 Y Title: Date: it lI/ f o(, Date: / /ZQ-f' Prosum Technology Consulting Group p. 6 of 6 Environment Assessment • • Master Services Agreement No. 2006 - 932 This Master Services Agreement for Information Technology Services (this "Agreement ") is entered into as of October 23, 2006 (hereinafter referred to as "Effective Date "), by and between the. City of Seal Beach, a government entity organized under the laws of the State of California ( "Customer "), and Prosum Inc, a corporation organized under the laws of the State of California ( "Prosum ") (Prosum and the Customer, together, the "parties ", and, individually, a "party "). The Customer agrees to purchase and receive, and Prosum agrees to furnish and perform the goods and services separately detailed in one or more addendum(s) in accordance with the general terms and conditions set forth herein, as such terms may be amended or modified in an Addendum as described below. 1. Construction. This Agreement is composed of the general terms and conditions which shall apply, as applicable, to all goods and services furnished and performed by Prosum pursuant to the Addendum(s) (collectively, the "Services "). Each Addendum will contain additional terms and conditions with respect to the particular Services to be provided hereunder, including a description of the Services and the fees therefore, as well as any modifications to the terms and conditions of this Agreement with respect to that Addendum. Upon execution, each such Addendum, including any exhibits thereto, shall be deemed attached as an addendum to, and incorporated into, this Agreement. In the case of any ambiguity or conflict between this Agreement and any Addendum, the Addendum shall control. 2. Scope of Services. The Services to be provided by Prosum to Customer hereunder, including any applicable deliverables and schedules therefore, shall be separately described in each Addendum. In the event Customer requests any changes to the Services to be provided hereunder, including the scope and price therefore or the terms thereof, such changes will be subject to written agreement by the parties in accordance with Section 17. Customer agrees to perform any obligations of Customer set out herein or separately set out in each Addendum. Each party agrees its actions under this Agreement shall comply with all applicable federal, state and local laws, ordinances, rules, regulations, court orders, and applicable governmental agency orders. 3. Term of Agreement /Addendum(s). The term of this Agreement shall commence on the Effective Date and continue until ninety (90) days after the end of the term(s) (including extensions) of all Addendum(s), as set forth in the Addendum(s), unless such term of this Agreement is earlier terminated as provided for in Section 6. The term of each Addendum shall commence upon execution thereof and continue for the term set out therein, unless such term is earlier terminated as provided for in Section 6. S7296 -0001 \931107v6.doc • • 4. Payments Terms. Unless otherwise stated in an Addendum, Customer will to pay Prosum the fees and expenses as set out in each Addendum at terms of net thirty (30) days from the applicable invoice date. All amounts past due shall bear interest at the rate of 1 -1/2% per month (or the maximum extent allowed under applicable law, whichever is less). Interest charges shall accrue beginning on the date of original invoice of outstanding balance that is thirty (30) days or more past due. Customer shall pay all costs of collection for amounts due hereunder, including reasonable attorney's costs and fees. 5. Taxes. The fees for the Services provided under this Agreement and set out in the Addendums are exclusive of local, state and federal sales, excise, personal property or other similar taxes or duties, and Customer shall be solely responsible for any such taxes that may be assessed on the provision of any Services under this Agreement. 6. Termination. Either party not in breach of this Agreement may terminate this Agreement, or any Addendum, by written notice to the other party at any time prior to the expiration of the applicable term if the other party fails to perform any material obligation, warranty, duty or responsibility under this Agreement and such failure is not cured within thirty (30) days following the receipt of a written notice of such failure by the breaching party. Upon termination of this Agreement, all Addendums hereunder shall automatically terminate. 7. Indemnification; Limitation of Liability; DISCLAIMER. (a) Indemnification. Each party will indemnify, defend and hold harmless the other party (including its legal representatives, employees, agents, shareholders and officers) from any third party claim for loss, damages, liabilities or expenses (including actual attorneys' fees and legal costs) arising out of or resulting from the performance or non - performance of a party of its obligations under this Agreement or from any act or omission of a party or its employees or contractors hereunder. In the event of any such claim that the Services or Work Product (as defined in Section 8) provided by Prosum to Customer infringe upon the intellectual or proprietary rights of any third party, then, except where such infringement results from (i) the unauthorized modification or use of the Services or Work Product by or for Customer or (ii) the operation or use of same with any other software or hardware selected by or for Customer, Prosum shall do one of the following, at its option and expense: (1) obtain for Customer the right to continue to use the applicable goods or services, or (2) replace or modify the same with functionally equivalent, non - infringing and compatible goods or services, as applicable. Each party agrees to notify the other at any time that it is appraised of any such third party claim and agrees to cooperate in a reasonable manner with the other party with respect to the defense and disposition (including settlement) of such claim. (b) Limitation of Liability. In no event shall the total liability of either party for any actual, direct damages arising out of or relating to the use of the Services provided hereunder or the performance or non - performance of a party under this 2 57296- 0001 \931107v6.doc • • Agreement, whether in contract or in tort (including breach of warranty, negligence and strict liability), exceed, in the aggregate, the total amount of payments received by Prosum from Customer under the applicable Addendum(s) giving rise to such liability Further, in no event shall either party be liable for indirect, exemplary, punitive, special of consequential damages of any kind (including loss of anticipated profits, savings or data) incurred or suffered by the other party arising from any breach of this Agreement, even if advised of the possibility of such loss or damages. Notwithstanding the foregoing, the provisions of this subsection (b) shall not be construed as limiting the extent or applicability of a party's liability for breach of its confidentiality obligations, hereunder or any intentional misconduct of a party; nor shall this subsection (b) limit either party's obligation to indemnify the other party for third party claims pursuant to subsection (a). (c) DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES OR WORK PRODUCT PROVIDED HEREUNDER. 8. Ownership. Except as may be otherwise agreed by the parties in an Addendum with respect to any software or other work product identified therein, Customer shall own all rights in and to all software and other work product (collectively, "Work Product ") developed by Prosum for Customer, including all intellectual property and proprietary rights thereto. To the extent any Work Product is not considered a "work for hire," Prosum agrees to assign and will assign and transfer, and will cause its Personnel (as defined Section 10) to so assign and transfer, to Customer all of its and their rights in and to such Work Product. To the extent applicable, Customer hereby grants to Prosum a nonexclusive, royalty free license to use the Work Product in performing the Services during the term of the applicable Addendum(s). Further, to the extent required by Prosum to perform the Services, Customer will be responsible for obtaining all required consents (including paying any license, transfer or upgrade fees) for Prosum and its Personnel to access and use Customer's equipment and software, including any leased equipment and third party software, during the term. If Prosum is requested by Customer to provide any Prosum proprietary software or other work product developed by Prosum either prior to or independent of this Agreement, the parties will negotiate in good faith for a license for Customer to use such software or other work product. Without limiting the foregoing, nothing contained in this Agreement shall be considered to restrict Prosum from any use of any ideas, concepts, methodologies, processes, technologies or other know -how relating to the Services hereunder which Prosum, individually or jointly with Company, develops or discloses under this Agreement. 9. Confidentiality. Each party shall hold in confidence the other party's confidential and proprietary information ( "Confidential Information ") using the same standard of care each party exercises in protecting its own Confidential Information. Confidential Information of a party shall include, by way of example, all trade secret or 3 57296- 0001 \931107v6.doc • • confidential information, procedures, production methods and other methods of operation, products (including software), and business practices, plans and strategies. No party will permit or authorize access to, disclosure of or use of the other party's Confidential Information to any person or entity other than its officers, employees, contractors and professional advisors who have a need to know such information consistent with the rights and obligations of the recipient party with respect thereto and who are under an appropriate burden of confidentiality with respect to such information. Each party shall promptly notify the other in writing of the existence of any unauthorized access, knowledge, possession or use of the other party's Confidential Information. The obligations of this Section shall not (i) restrict any disclosure to government regulatory authorities to the extent required for compliance with applicable laws and subject to such protective measures as may be available to preserve the confidentiality of such information following disclosure, nor (ii) restrict any disclosure required by law, such as in response to a response to a request under the California Public Records Act or a subpoena, nor (iii) apply to information that (a) is generally known to the public or readily ascertainable from public sources; (b) is independently developed by the recipient without further reliance on Confidential Information of the other party; or (c) is obtained from an independent third party that created or acquired such information without reliance on other Confidential Information of the other party and free of any obligation to the other party. The parties' non - disclosure obligations and use restrictions hereunder shall continue indefinitely beyond the termination or expiration of this Agreement, unless a different period of confidentiality is specified in writing by the disclosing party. 10. Independent Contractor. Each party is an independent contractor under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. At all times, the employees and contractors of Prosum (collectively, "Personnel ") shall be deemed employees and contractors, as applicable, of Prosum, and Prosum shall be solely responsible for paying all employment taxes, unemployment insurance, disability and other taxes and fringe benefits, as applicable thereto. 11. Personnel. (a) Assignment. Prosum shall be solely responsible for assigning its Personnel to perform the Services under this Agreement. If Customer has any legal objections to any of the Personnel assigned hereunder during their performance of Services for Customer, Customer may give Prosum written notice of any such objections and, within five (5) days of receipt thereof by Prosum, the parties will confer regarding Customer's concerns. If the matter cannot be resolved to Customer's reasonable satisfaction, Prosum will remove the identified Personnel and assign new Personnel as soon as practicable to replace the identified Personnel. In the event of any such requested replacement, Prosum will be relieved from any applicable delivery schedule impacted by such replacement until such time as the replacement Personnel can be sufficiently trained to meet the applicable assignment requirements. 4 S7296-000 1 \931107v 6. doc • • (b) Non - Solicitation Obligations. During the term hereof and for a period of twenty -four (24) months thereafter, neither party shall, directly or indirectly, solicit for employment or employ or retain, whether as an employee or contractor or otherwise, any employee or contractor of the other party who either marketed, performed or received the Services. In the event either party breaches this non - solicitation obligation, the breaching party shall pay to the other party as liquidated damages two (2) times the annual compensation (including salary, hourly wages, bonuses and other monies, etc.) paid by the other party to the acquired employee or contractor, which each party agrees is a fair and reasonable sum for any such violation. (c) Similar Services. Customer acknowledges and agrees that the Personnel may perform similar services to other Customers from time to time, and that, subject to Section 9, this Agreement shall not prevent Prosum or the Personnel from providing similar services to other Customers. 12. Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that either party may assign this Agreement without such consent in the case of a merger, consolidation, sale of all or substantially all of such party's assets or any other transaction in which more than fifty percent (50 %) of such party's voting securities are transferred. 13. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be considered effective when deposited in the U.S. mail, postage prepaid, and addressed to the appropriate party at the address noted below, unless by notice to the other party a different address shall have been designated. Prosum Address: 2321 Rosecrans Avenue Suite 4225 El Segundo, CA 90245 Attention: Anne Ponzio Email: anne.ponzio Phone: 310- 426 -0627 Fax: 310- 426 -0690 City of Seal Beach Address: 211 8th Street Seal Beach, CA 90740 5 57296- 0001 \931107v6.doc • • Attention: Keith Evanoff Email: KEvanoff @ci.seal- beach.ca.us Phone: 562 - 431 -2527 x311 Fax: 562 - 493 -9857 14. Choice of Law. All issues concerning the validity, operation, interpretation, and construction of this Agreement will be governed by and determined in accordance with the laws of the State of California without regard to its conflicts of law rules. The parties expressly waive the application of the United National Convention on Agreements for the International Sale of Goods. 15. Dispute Resolutions; Arbitration; Injunctive Relief; Remedies. Both Parties agree to meet and confer in good faith on all matters of common interest, including resolution of any dispute that may arise out of or related to this Agreement. In the event that a dispute cannot be resolved by and between the parties, the parties agree that any such dispute shall first be submitted to mediation administered by the American Arbitration Association under its Commercial Mediation Rules. If the dispute is not resolved by such mediation within thirty (30) days of the commencement of such mediation (which period may be extended by agreement of the parties in writing), the parties agree to submit the dispute to binding arbitration under the Commercial Rules of the American Arbitration Association. Each such mediation and Arbitration shall be held in the County of Los Angeles, California. Without limiting the foregoing, where a party makes a good faith determination that a breach of the terms of this Agreement by the other party (including breaches of confidentiality or infringement of proprietary rights) is such that a temporary restraining order or other injunctive relief is the only appropriate and adequate remedy, such party may proceed with such injunctive relief in any court having jurisdiction without first resorting to internal dispute resolution, mediation and arbitration as described in this Section. Except as otherwise expressly set out in this Agreement, no specific remedy under this Agreement shall limit a party's right to seek other remedies available to it at law or in equity. 16. Waiver; Survivability. Neither party shall, by lapse of time, without giving notice or taking other action hereunder, be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, any waiver by either party of a particular breach of this Agreement shall not be construed as a continuing waiver of such breach or of other breaches of this Agreement. Any provision of this Agreement intended to survive the termination or expiration of this Agreement shall so survive termination or expiration. 17. Integration; Modification. This Agreement, including all Addendums attached hereto and made part of this Agreement in accordance with Section 1, shall 6 S7296-0001\93 1107v6. doc constitute the entire Agreement between the parties with respect to the subject matter hereof, supersede all prior or contemporaneous Agreements or communications (oral or written), and may not be modified except by a Agreement in writing dated subsequent to the Effective Date and signed on behalf of both parties by their respective authorized representatives. The terms "including ", "includes ", "for example" and "e.g. ", etc., as used in this Agreement shall mean "including without limitation ". 18. Force Majeure. Neither party shall be liable under this Agreement for any loss or damage to the other party due to delay in delivery or other performance failures resulting from any cause beyond the first party's reasonable control. Such causes shall include compliance with court orders, civil or military authority, acts of God, acts of the public enemy, acts or omissions of the other party which resulted in the delay, electrical power surges or current fluctuations, lightning strike, fires, floods, strikes, lockouts, embargoes, wars, acts of terrorism, fuel shortages, riots, insurrections, default or delay of suppliers, delays in transportation and Toss or damage of goods in transit. The delayed or non - performing party's time for performance shall be extended by the period of any delay resulting from any such cause beyond the party's control, plus a reasonable period to accommodate adjustment to such extension. Notwithstanding the above, both parties shall use their commercially reasonably efforts to minimize the adverse consequences of any such condition. 19. Publicity. Customer agrees that Prosum may identify and list Customer as a customer on Prosum's customer lists and marketing brochures, including on Prosum's website. Except for the foregoing, each party agrees not to publish or use the other party's name or marks (including trademarks and logos) in any advertising, promotion, press release or other media without the other party's coordination and consent. 20. Severability; Counterparts. If any part, term or provision of this Agreement shall be held unenforceable, invalid or in conflict with any law of any governmental authority having jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall not be affected thereby shall continue in full force and effect. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute on single agreement between the parties. 21. Insurance. Contractor shall have insurance as follows: 21.1. General Liability (including premises and operations, contractual liability, personal injury, independent contractors liability): Prosum shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of comprehensive General liability insurance, with limits of One Million Dollars. ($1,000,000.00) for each occurrence and in the aggregate, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts or omissions of Prosum, its officers, employees, agents and independent contractors. If such insurance contains a general aggregate limit, either the general aggregate shall apply separately to this project, or the general aggregate limit shall be three times the occurrence limit. 7 S7296- 0001 \931107v6.doc • 21.2. Automobile Liability (including owned, non - owned, and hired autos): Prosum shall at all times during the Term of this Agreement also carry, maintain, and keep in full force and effect a policy or policies of commercial automobile liability insurance with a combined single limit of One Million Dollars ($1,000,000.00), single limit, per occurrence for bodily injury and property damage, which will cover the drivers and automobiles used to perform Services pursuant to this Agreement. Such insurance shall include coverage for owned, non - owned, and hired automobiles. 21.3. Workers Compensation. Prosum shall, to the extent required by state law, provide Workers' Compensation Insurance, including employer's liability coverage, for the protection of Prosum's employees, with a minimum limit of One Million Dollars ($1,000,000) or the amount required by law, whichever is greater. Prosum shall file a certificate of insurance which evidences that Prosum is in compliance with said Workers' Compensation Insurance requirement. Prosum shall require all subcontractors similarly to provide such Workers' Compensation Insurance and certificates of insurance for their respective employees. 21.4. Professional Liability or Errors & Omissions Insurance. Prosum shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Professional liability or Errors and Omissions Insurance as appropriate written on a policy form coverage specifically designed to protect against acts, errors or omissions of Prosum and "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of' the insureds and must include a provision establishing the insurer's duty to defend the insureds. The policy retroactive date shall be on or before the effective date of this Agreement. 21.5. Prosum agrees that if it does not keep the aforesaid insurance in full force and effect Customer may either immediately terminate this Agreement for default by Prosum, or, if insurance is available at reasonable cost, Customer may take out the necessary insurance and pay, at Prosum expense, the premium thereon. 21.6. The general liability policy shall be endorsed to state that Customer, its officers, officials, employees, agents, representatives and volunteers (collectively hereinafter "City and City Personnel ") shall be covered as additional insureds with respect to the work or operations performed by or on behalf of Prosum, including materials, parts or equipment furnished in connection with such work. The automobile liability policy shall be endorsed to state that City and City Personnel shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any automobile owned, leased, hired or borrowed by Prosum or for which Prosum is responsible. 21.7. The insurance provided by Prosum shall be primary to any coverage available to Customer and shall provide that any insurance or self- insurance 8 57296- 0001 \931107v6.doc • • maintained by City or City Personnel shall be in excess of Prosum's insurance and shall not contribute with it. 21.8. The insurance provided by Prosum shall be endorsed to state that the insurer shall waive all rights of subrogation against City and City Personnel. 21.9. The policy or policies required herein shall be issued by an insurer admitted in the State of California with a rating of at least B +, VII in the latest edition of A.M. Best's insurance guide. 21.10. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates shall also specifically state that the coverage contained in those policies affords insurance in compliance with the terms and conditions as set forth in this Agreement. 21.11. Deductibles. Any deductibles or self- insured retentions must be declared to and approved by Customer prior to the execution of this Agreement by Customer. At the option of Customer, either the insurer shall reduce or eliminate the deductibles or self- insured retentions as respects Customer, or Prosum shall procure a bond guaranteeing payment of losses and expenses. 21.12. Notice of Policy Changes. Each such insurance policy shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non - renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to Customer by U.S. mail, certified, or by personal delivery. In addition to such notice provided to Customer by the insurer, Prosum shall also provide Customer with thirty (30) days prior written notice, by certified mail return receipt requested, of the suspension, voiding, cancellation, reduction in coverage or in limits, non - renewal, or material change for any reason, of any such insurance policy or policies. 21.13. Evidence of Coverage. Prior to commencement of work, and at all times during the term of this Agreement, Prosum shall maintain on file with the City Clerk a certificate or certificates of insurance on the form set forth in Exhibit "C" or equivalent, attached hereto and incorporated herein by this reference, showing that the aforesaid policies are in effect in the required amounts, the additional insureds are named therein, and the policies cannot be canceled, reduced or otherwise modified except on thirty (30) days written notice by the insurance carrier to the Customer. The duplicate originals and original endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates shall also specifically state that the coverage contained in those policies affords insurance in compliance with the terms and conditions as set forth in this Agreement. The procuring of such insurance or the delivery of duplicate originals and endorsements evidencing the same shall not be construed as a limitation on Prosum's obligation to indemnify City and City Personnel. 9 S7296- 0001 \931107v6.doc 21.14. Nothing contained herein shall be construed as limiting in any way Prosum's obligations of indemnification under Section 13 or any other extent to which Prosum may be held responsible for payment of damages to persons or property resulting from its operations, including operations and work performed or materials supplied by or on behalf of Prosum, any subcontractors or by anyone directly or indirectly employed by any of them. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their authorized representatives effective as of the Effective Date set forth above. City of Seal Beach thorizr: Officer ( � By: Name: 7 6. ,hoKi< Title: htinh eY Date: 1,1 '17 f o, Prosum Authorized Officer #:11- Name: ys� ,(07./e Ai12/c) Title: Date: / / -/S a/ 10 S7296- 0001 \931107v6.doc • A CORD : : : : : : ER:: .' F ::: :. g :::: ':: : ' : ::i:: ::> : :::: : . ... ; : �::....ii;:;; <„..:t DATE (MM /DD/Y.Y) : : Im 308(37 ::: >: PROD 818 - 986 -8200 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION HOFFMAN BROWN COMPANY ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE - HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 15233 Ventura Blvd., ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. West Plaza COMPANIES AFFORDING COVERAGE • . • ._ . Sherman Oaks, CA 91403 COMPANY . A : One Insurance ` INSURED COMPANY • ' ' Prosum, Inc. B National Liability & Fire "' I ' •' 2321 Rosecrans Ave. Ste 4225 C OMPANY ' El Segundo • • CA ! 90245 C Steadfast Ins. Co. --,- ._-. • • ._._ COMPANY • • ' D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE • POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE (MM /DD/YY) DATE (MM /DD/YY) A GENERAL LIABILITY 71 10082470000 6/19/06 6/19/07 GENERAL AGGREGATE $ 2000000 X COMMERCIAL GENERAL LIABILITY PRODUCTS - COMP /OP AGG $ 2000000 CLAIMS MADE X OCCUR PERSONAL & ADV INJURY $ 1000000 OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ 1000000 FIRE DAMAGE (Any one fire) $ 500000 MED EXP (Any one person) $ 10000 A AUTOMOBILE LIABILITY 71 10082470000 6/19/06 6/19/07 COMBINED SINGLE LIMIT $ X ANY AUTO 1000000 ALL OWNED AUTOS _ __ - - BODILY INJURY _ _ __ SCHEDULED AUTOS - (Per person) $ X HIRED AUTOS .. . BODILY INJURY . X NON -OWNED AUTOS (Per accident) ' " " • PROPERTY•DAMAGE - -- -- S' - • GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO . OTHER THAN AUTO ONLY EACH ACCIDENT 8 . AGGREGATE $ A EXCESS LIABILITY 7110082470000 . 6/19/06 6/19/07 EACH OCCURRENCE 8 1000000 _ X UMBRELLA FORM AGGREGATE 8 1000000 OTHER THAN UMBRELLA FORM $ B WORKERS COMPENSATION AND 0100017309 -061 12/31/06 12/31/07 X WC STATU- OTH- TORY LIMITS ER .- . -.. - - . - ' EMPLOYERS' LIABILITY - EL EACH ACCIDENT 8 1000000 THE PROPRIETOR/ INCL EL DISEASE - POLICY LIMIT $ 1000000 PARTNERS /EXECUTIVE OFFICERS ARE: EXCL EL DISEASE - EA EMPLOYEE $ 1000000 C OTHER E00589446901 4/22/06 4/22/07 Technology $1,000,000 Limit Liability $ 25,000 SIR Includes Personal Injury Liab DESCRIPTION OF OPERATIONS /LOCATIONS/VEHICLES /SPECIAL ITEMS Certificate holder is named as Additional Insured regarding the General Liability coverage only with respects to the Named Insured's • ' Operations. . Cancellation notice is 10 days in the event of non - payment of premium. CERTl1 E 4t.E:IiUE 3 ER:' : :: »: :> : :::. >:::;; ::: <: >: >; : ><:! :!: : :::.' : : :: >:<: >::: >< :: :: :. '.:CAIN'.EtI>A4T: 1:1: ::: :: >:: >: >: >.>. ::• ::• :>i•Mii::.: ..6:: >:.:::::>:::::: :: >:: >:: >:: >:: >:: ::: >'. ><: >'.> > : : :: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Seal Beach EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL Attn: City Manager 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 21 1 8th Street BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY Seal Beach, CA 90740 OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHOR! REPRESENT • WE ) .:. I . � i ::: :.::: : :: : :: : : �t� i? 1i� �� > �. t� .. 9 ............................................... ............................... . .. � ................................... ............................... ...::::::::::.::::::::::::.:::: �. P�C4�t . > CQ� C p � � 3 A'1�t � N ::t:: E B : :