CONTRACT 6643 One Page Service AgreementAgreement No. 6643
se ices Agreement
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CONTRACTOR: _Intelligent Fire Systems & Solutions Inc.—� DATE MAILED: 2117/2023
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El
Segundo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 20 10 1185 or
equivalent. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as
"additional insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a
"claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the
City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or
an authorization to begin work.
® Compreherisive General Liability, including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence.
® Auto Liability, including owned, non -owned and hired vehicles with at least:
® $1,000,000 per occurrence.
❑ 100.000 300.000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Compensation Insurance: as required by State Statutes with Waiver of Subrogation. (Not needed if Self-employed with
no employees and CONTRACTOR signs statement to this effect.)
® Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @ (310) 524-2340 if you have questions.
❑ Co of valid icture l.l. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CITY.
Submittedby com l to all blanks COLOR COPY REQUIRED BACK TO THE CITY
Company Name:
Intelligent Fire Systems & Solutions, Inc.
By (Print name & title):
Queen V L Gon lez VP
Company Street Address:
Vendors A4 h aidd'Signature required:
29033 Avenue Sherman, Suite #213
City, State, Zip:
Date s'
Valencia, CA 91355
4/10 23
Phone:
FAX:
888)864-4362
818 864-4556
Vendor's Email address:
Vendor's Web site:
mike.diaz@intelligentfire.com
www.intelligentfire.com
Mail original agreement and insurance to: City of El
Originator/Department Contact: a &gq Pad
Department Head Approval:
Insurance al:
City Attorney City
rw 7R_nA Firo Alarm SPINA PG Chnrt Anrpaman}
— City Clerk 350 Main Street, Room 5, Ell Segundo, CA 90245-3813
City
Date initiated: ,/ 2 23
Date Approved: i t 2 U Z
0...4-4 �101no
Agreement No. 6643
1.GENERALLY. The materials, supplies, or services (collectively,
"Purchase") covered by this services agreement and purchase order
("order") must be furnished by Seller subject to all the terms and
conditions contained in this order which Seller, in accepting this order,
agrees to be bound by and comply with in all particulars. No other terms
or conditions are binding upon the parties unless subsequently agreed to
in writing. Written acceptance or shipment of all or any portion of the
Purchase covered by this order constitutes unqualified acceptance of all
terms and conditions in this order. The terms of any proposal referred to
in this order are included and made a part of the order only to the extent
it specified the Purchase ordered, the price, and the delivery, and then
only to the extent that such terms are consistent with the terms and
conditions of this order.
2.INSPECTION. The Purchase furnished must be exactly as specified in
this order, free from all defects in Seller's performance, design,
workmanship, and materials, and, except as otherwise provided, is
subject to inspection and test by City at all times and places, If, before
final acceptance, any Purchase is found to be incomplete, or not as
specified, City may reject it, require Seller to correct it without charge, or
require delivery of such Purchase at a reduction in price that is equitable
under the circumstances. If seller is unable or refuses to correct such
items within a time deemed reasonable by City, City may terminate the
order in whole or in part. Seller bears all risks as to rejected Purchases
and, in addition to any costs for which Seller may become liable to City
under other provisions of this order, must reimburse City for all
transportation costs, other related costs incurred, or payments to Seller
in accordance with the terms of this order for unaccepted Purchases.
Notwithstanding City's acceptance of any Purchase, Seller is liable for
latent defects, fraud, or such gross mistakes as constitute fraud.
3.CHANGES. City may make changes within the general scope of this
order in drawings and specifications for specially manufactured supplies,
place of delivery, method of shipment or packing of the order by giving
notice to Seller and subsequently confirming such changes in writing. If
such changes affect the cost of or the time required for performance of
this order, an equitable adjustment in the price or delivery or both must
be made. No change by Seller is allowed without City's written approval.
Any claim by Seller for an adjustment under this section must be made
in writing within thirty (30) days from the date of receipt by Seller of
notification of such change unless City waives this condition in writing.
Nothing in this section excuses Seller from proceeding with performance
of the order as changed.
4. TERMINATION. City may terminate this order at any time, either
verbally or in writing, with or without cause. Should termination occur,
City will pay Seller as full performance until such termination the unit or
pro rata order price for the performed and accepted portion of the
Purchase. City may provide written notice of termination for Seller's
default if Seller refuses or fails to comply with this order. If Seller does
not cure such failure within a reasonable time period, or fails to perform
the Purchase within the time specified (or allowed by extension), Seller
will be liable to City for any excess costs incurred by City.
5.TIME EXTENSION. City may extend the time for completion if, in
City's sole determination, Seller was delayed because of causes beyond
Seller's control and without Seller's fault or negligence. In the event
delay was caused by City, Seller's sole remedy is limited to recovering
money actually and necessarily expended by Seller because of the
delay; there is no right to recover anticipated profit.
&REMEDIES CUMULATIVE. City's rights and remedies under this order
are not exclusive and are in addition to any rights and remedies provided
by law.
7.TITLE. Title to materials and supplies purchased under this order
pass directly from Seller to City upon City's written acceptance following
an actual inspection and City's opportunity to reject.
&PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay cartage, shipping, packaging or boxing
expenses unless specified in this order. Drafts will not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City
harmless from and against any claim, action, damages, costs (including,
without limitation, attorney's fees), injuries, or liability, arising out of the
Purchase or the order, or their performance. Should City be named in
any suit, or should any claim be brought against it by suit or otherwise,
whether the same be groundless or not, arising out of the Purchase or
order, or their performance, Seller will defend City (at City's request and
with counsel satisfactory to City) and indemnify City for any judgment
rendered against it or any sums paid out in settlement or otherwise. For
purposes of this section "City" includes City's officers, elected officials,
and employees. It is expressly understood and agreed that the
foregoing provisions will survive termination of this order. The
requirements as to the types and limits of insurance coverage to be
maintained by Seller, and any approval of such insurance by City, are
not intended to and will not in any manner limit or qualify the liabilities
and obligations otherwise assumed by Seller pursuant to this order,
including, without limitation, to the provisions concerning indemnification.
10.WARRANTY. Seller agrees that the Purchase is covered by the
most favorable commercial warranties the Seller gives to any customer
for the same or substantially similar supplies or services, or such other
more favorable warranties as is specified in this order. Warranties will
be effective notwithstanding any inspection or acceptance of the
Purchase by City.
11.ASSIGNMENT. City may assign this order. Except as to any
payment due under this order, Seller may not, assign or subcontract the
order without City's written approval. Should City give consent, it will not
relieve Seller from any obligations under this order and any transferee or
subcontractor will be considered Seller's agent.
12.INSURANCE. Seller must provide the insurance indicated on the
face sheet of this Services Agreement.
13.PERMITS. Seller must procure all necessary permits and licenses,
and abide by all federal, state, and local laws, for performing this order.
%INDEPENDENT CONTRACTOR. City and Seller agree that Seller
will act as an independent contractor and will have control of all work
and the manner in which is it performed. Seller will be free to contract
for similar service to be performed for other employers while under
contract with City. Seller is not an agent or employee of City and is not
entitled to participate in any pension plan, insurance, bonus or similar
benefits City provides for its employees. Any provision in this order that
may appear to give City the right to direct Seller as to the details of doing
the work or to exercise a measure of control over the work means that
Seller will follow the direction of the City as to end results of the work
only.
15.WAIVER. City's review or acceptance of, or payment for, work
product prepared by Seller under this order will not be construed to
operate as a waiver of any rights City may have under this Agreement or
of any cause of action arising from Seller's performance. A waiver by
City of any breach of any term, covenant, or condition contained in this
order will not be deemed to be a waiver of any subsequent breach of the
same or any other term, covenant, or condition contained in this order,
whether of the same or different character.
%INTERPRETATION. This Agreement was drafted in, and will be
construed in accordance with the laws of the State of California, and
exclusive venue for any action involving this agreement will be in Los
Angeles County.
17, PREVAILING WAGES. If required by applicable state law including,
without limitation Labor Code §§ 1720 (as amended by AB 975 (2001)),
1771, 1774, 1775, and 1776, CONTRACTOR must pay its workers
GM 23-03. Fire Alarm Services Short Aareement
Agreement No. 6643
prevailing wage. It is CONTRACTOR'S responsibility to interpret and
implement any prevailing wage requirements and CONTRACTOR
agrees to pay any penalty or civil damage resulting from a violation of
the prevailing wage laws. In accordance with Labor Code § 1773.2,
copies of the prevailing rate of per diem wages are available upon
request from CITY's Engineering Division or the website for State of
California Prevailing wage determination at
hti :Plwww,dir.ca ovJDLSR/PWD. A copy of the prevailing rate of per
diem wages must be posted afthe job site.
1I3.CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence over any attached exhibit
with conflicting provisions.
19. CONSIDERATION. As consideration, CITY agrees to pay
CONTRACTOR for CONTRACTOR's services not to exceed a total of
$50,000 (Fifty Thousand Dollars) for the work. CITY will pay for work as
specified in the attached Exhibit "A," which is incorporated by reference.
20.EXHIBIT A — SCOPE OF WORK FOR CONTRACT TERM
(FEBRUARY 1, 2023 TO JUNE 30, 2024)
GM 23-03, Fire Alarm Services Short Agreement
Agreement No. 6643
Intelligent ire 29033 Avenue Sherman, Suite #213 Valencia, CA 91355
EXHIBIT A Ph (888) 864-4362 Fx (818) 8644556
CA License #995764 NV License 40081749
SYSTEMS & SOLUTIONS, INC, DIRA1000005473,MBE, and SBE
QUOTATION
TO: City of El Segundo Date: 03-08-23
ATTN: Jorge Prado Plans/Specs:
PROJECT: System Maintenance Addendum:
LOCATION: Multiple Sites in El Segundo, Ca
PRODUCT: Fire Alarm Equipment
SCOPE: REV1
Intelligent Fire System & Solutions proposes to perform Inspections for the following items: FIRE ALARM, SPRINKLER, PRE -
ACTION, EXTINGUISHER, & EMERGENCY LIGHTING. These locations are predicated on site walkthroughs. IFS will
coordinate with the City of El Segundo for access to the following buildings to perform this work: CITY HALL 350 Main St,
POLICE STATION 348 Main St, FIRE DEPARTMENT STATION 1314 Main St, FIRE DEPARTMENT STATION 2 2261 E Mariposa,
CAMPUS EL SEGUNDO (Soccer Field) 2201 E Mariposa, JOSLYN CENTER & ELEVATOR 339 Sheldon, LIFEGUARD STATION
105 Vista Del Mar, GORDON CLUBHOUSE 300 E Pine St & MAINTENANCE YARD 150 Illinois St. Upon completion of all
testing IFS will provide reports for all items whether pass or fail and recommended repairs to each site as needed.
QTY DESCRIPTION QTY DESCRIPTION
9 Fire Alarm Inspection
8 Sprinkler Inspection
1 Pre -Action Inspection
10 Extinguisher Inspection
10 Emergency Light Inspection
1 Truck Charge
LOT 5: Certification of System Installation
The Price for the above outlined seo a including soles tax is, $41,500
EL SEGUNDO MAINTENANCE CONTRACT REV1.xlsm
Page i of 6 www.intelligentfire.com 3/8/2023
Agreement No. 6643
29033 Avenue Sherman, Suite #213 Valencia, CA 91355
Intelligent Fire e
Ph (888) 864-4362 Fx (818) 864-4556
CA License #995764 NV License #0081749
SYSTEMS & SOLUTIONS, INC. DIR # 1000005473, MBE, and SBE
TERNIVEXCLUSIOJNS;
1. This proposal is good for 60 days from the date of this proposal.
2. Invoicing shall be monthly, based on progress of labor and material on a Net 30 basis. Intelligent Fire Systems & Solutions, Inc.
reserves the right to stop work when any invoice exceeds 30 days past due. Retention is due and payable upon completion.
3. To insure against manufacturers price increases and to avoid backorders, Intelligent Fire Systems & Solutions, Inc. reserves the right
to purchase the equipment required within 30 days of contract and submittal approval and to invoice the owner/contractor when
the equipment is received.
4. On projects that require plan checks and or submittals, no work shall be performed until all approvals have been received by this
office. The liability for any work requested prior to approvals shall be the sole responsibility of the owner/company requesting the
work.
S. Final inspection is included, although if Intelligent Fire Systems & Solutions, Inc. has to return for additional inspections due to
causes beyond our control, add $1,000.00'per visit.
6. Mounting and weatherproofing of duct smoke detectors to duct work by mechanical contractor. All damper/fan shut down wiring
from duct smoke detectors by electrical contractor. All air velocity testing by mechanical contractor.
7. No central station monitoring is provided in this quotation. Owner to sign separate monthly monitoring agreement. Monthly fee is
$60.00 a month for a minimum of 36 months. This quotation is null and void if Intelligent Fire Systems & Solutions, Inc. will not be
monitoring this system.
8. A CAD file will be required before plans can be started_ Allow four working days for plan engineering to start after receipt of CAD
file. Allow ten working days for engineering, Allow three weeks for plan check.
9. Electrical contractor to call for rough wire inspection after Intelligent Fire Systems & Solutions, Inc. has completed wire rough in. No
finish device to be hung until electrical contractor has received rough wire inspection. Any finish equipment asked to be hung
before rough wire inspection shall be electrical contractor's responsibility.
10. Failure to follow Intelligent Fire Systems & Solutions, Inc. plans may result in additional labor to investigate and correct electrician's
work to meet Intelligent Fire Systems & Solutions, -Inc. engineered plans at $125.00 an hour plus travel time. Intelligent Fire Systems
& Solutions, Inc. will not be responsible for delays in meeting your final inspection dates if plans are not followed.
11. All wiring of 120vac and greater, mounting cabinets and 120vac emergency circuits to cabinets provided by electrical contractor.
12. Intelligent Fire Systems & Solutions, Inc. does not accept responsibility for back charges, or other adjustments without prior receipt
of written notification to Intelligent Fire Systems & Solutions, Inc. of specific problems and or conditions. Should adjustments be
found to be appropriate and correct Intelligent Fire Systems & Solutions, Inc. will provide written authorization to proceed.
13. All wire from relay(s) provided for smoke/fire damper control, elevator capture, elevator shunt trip by electrical contractor.
14. All access doors and wire guards in elevator shaft for smoke & heat detectors by general contractor.
15. Fire pump supplier to provide the following dry contacts for interface to alarm system:
a. Fire Pump Run b. Fire Pump Fail c. Fire Pump Low Fuel d. Fire Pump Fuel Spill
16. Emergency generator supplier to provide the following dry contacts for interface to alarm system:
a. Generator Run b. Generator Fail c. Generator Low Fuel d. Generator Fuel Spill
17. All software programming of system to remain the property of Intelligent Fire Systems & Solutions, Inc.
18. All access panels to service any fire alarm equipment or junction boxes by others.
19. All conduit runs outside of building to have''/," nylon pull ropes installed by electrical contractor.
20. Patching & painting by others.
21. Parking to be provided.
22. Won door supplier to connect dry contacts provide for release and relay to monitor supply voltage.
23. All wire in elevator cars for fireman phone jacks by elevator contractor (4 cond #18 Shielded FPLR cable)
24. All wire in elevator cars for speakers by elevator contractor (4 cond #18 Shielded FPLR cable)
25. Quotation excludes 2 hour rated cable for fire alarm riser feeds, if two hour rated enclosure is not provided for on project for
survivability of fire alarm circuits.
26. Painting of conduit if required by specs by owners,
27. Sprinkler contractor is responsible to adjust all sprinkler valves.
28. Paid when paid clause is not acceptable.
29, All relays provided by Intelligent Fire Systems & Solutions, Inc. for shut down functions are pilot duty only. Electrical contractor to
provide contactors when circuits being shut down exceed the provided pilot duty relay ratings.
30. If smoke control is not designed by a third party engineer this quotation does not have coverage for a smoke control system.
Intelligent Fire Systems & Solutions, Inc. will provide for each stairwell one relay to activate fan and two input points for status only
at this time. No smoke control annunciator is being provided at this time.
31. A lift will be required to access above 12 feet. Two lifts at a minimum will be required to be provided to Intelligent Fire Systems &
Solutions, Inc. from owner/contractor.
32. Intelligent Fire Systems & Solutions, Inc. is not responsible for any Fire Watch.
33. The installation of cellular monitoring equipment is dependent upon the area signal strength of the location of the proposed
cellular communicator system and may require additional equipment to increase the cellular signal strength. If required, this
equipment will be at an additional cost.
EL SEGUNDO MAINTENANCE CONTRACT REV1.xlsm
Page 2 of 6 www.intelligentfire.com 3/8/2023
Agreement No. 6643
_= Intelligent Fire
SYSTEMS & SOLUTIONS, INC.
29033 Avenue Sherman, Suite #213 Valencia, CA 91355
Ph (888) 864-4362 Fx (918) 864-4556
CA License #995764 NV License #0081749
DIR # 1DOOW5473, MBE, and SBE
34. DISCLAIMER OF WARRANTIES; LIABILITY; CONSEQUENTIAL DAMAGES. Our obligation to provide the System or any other services
arises solely out of this Agreement, and not through any other means. We do not represent or warrant that the System or service
may not be compromised or by-passed; will detect or prevent fires, smoke or water damage, or otherwise; or that it will in all cases
perform as intended, or provide the protection or convenience for which it was installed or intended. We or our agents or
employees made no representations or warranties, express or implied, as to any matter whatsoever, including without limitation,
our services, the condition of the equipment, its merchantability, its fitness for any particular purpose, or noninfringement or title.
All implied warranties of merchantability or fitness for a particular purpose are expressly excluded from this Agreement. You did
not rely on any advertisement, representation, or warranty, express or implied. Any information provided or promise does not
create an express warranty and will be considered expressions of personal opinion only. If we were to have any liability greater
than that agreed to by you in Paragraphs 34 and 47 of this Agreement, we could not and would not provide the System or service,
and we could not provide the System or service at the rates contained here. The Limited Warranty provided in this Agreement gives
you specific legal rights. We are not liable for special, consequential, or incidental damages. Some states do not allow the exclusion
or the limitation of consequential or incidental damages, so the above limitations or exclusions may not apply to you.
35. LIMITATION OF LIABILITY.
34.1 No Guarantee. We and our divisions or affiliates are not insurers of your real or personal property, data, or the personal safety
or property of anyone on your Premises. This Agreement is not an insurance policy or a substitute for an insurance policy. You must
obtain all property, life, health, disability, business interruption, or other necessary insurance. The payments required are based
solely upon the value of the System or service, and not on the value of your real or personal property or data, or the property of
others located in or on your Premises. We make no guarantee or warranty, including an implied warranty of merchantability or
fitness, that the System or services will prevent or avoid occurrences or the consequences of occurrences, that the System or
services is designed to detect or avert. It is impractical and extremely difficult to determine in advance (a) the value of your real or
personal property or data, or the property of others kept on your Premises, that may be damaged if the System or service does not
operate properly; (b) the response time of the Monitoring Center, fire department, or other emergency personnel; and (c) what
portion, if any, of a loss, damage, personal injury, or death would be proximately caused by our failure to perform or our active or
passive negligence.
34.2 Amount of Liability. If we or our agents or employees are found liable for loss, damage, injury, or death of any kind whatsoever
from our failure to perform any of our obligations under this Agreement; failure of the System, equipment, or service in any
manner; product liability; breach of warranty; tort; or our active or passive negligence, then our liability is limited to $1,500 or 10%
of the initial installation cost at the time of the incident, whichever is less. This is not a penalty. This is your only remedy regardless
of the legal theory used to find us liable.
34.3 More Protection. You may obtain a higher limitation of liability by paying an additional periodic charge. If you elect this option,
a rider will be attached to this Agreement stating the terms and amount of the limited liability and the additional periodic charge.
Even if a rider is provided to you, we are not your insurer.
36. Extra or Change -Order Work. You will not require us to perform extra or change -order work without providing written
authorization before the commencement of any work covered by the change order. Extra work or change orders become part of
this Agreement once the order is prepared in writing and signed by both parties, Change orders must describe the scope of the
extra Work or change, the cost to be added or subtracted from the Agreement, and the effect the order will have on the progress
payments. The failure to comply with these requirements does not preclude recovery of compensation for work we performed
based upon legal or equitable remedies designed to prevent unjust enrichment.
37. Access and Preparation. You will allow us to enter the Premises to install the System and will provide uninterrupted access. You
accepted our Proposal and in doing so, approved the locations where the System devices will be placed. We will try to conceal all
wires, but the existing structure or other obstructions may require some of the wires to be visible. You authorize us to make any
preparation such as drilling holes, driving nails, making attachments, or doing other things necessary for installation or service of
the system.
38. Hazards. Before installation begins, you must inform us where not to drill or expose because of pipes, wires, equipment, or
hazardous materials. Unless so informed, we will decide where to drill holes and install equipment. We will use reasonable care to
avoid concealed items but have no way to determine with certainty if any exist. All costs to repair or replace pipes, wires,
equipment, walls, ceilings, floors, or furnishings are your sole responsibility. We are not liable for property damage, personal injury,
illness, or other loss due to water intrusion, including without limitation, mold or rot. If asbestos or other hazardous materials are
found during installation, we will stop all work until you, at your sole expense, obtain clearance from a licensed asbestos or
hazardous waste removal contractor that no danger exists. We are not liable for the discovery of or exposure to asbestos or other
hazardous materials.
39, UL Certificates. If your System is UL certificated, you will pay us our then current rate for issuing renewal certificates as they
become due. UL can change its installation, equipment, or services requirements at any time. If UL adopts new or different
specifications for the certificate issued after the initial System installation and acceptance, we will at your request perform all work
and provide all equipment and services necessary to have your System comply with the new or different UL requirements, and you
will pay us for all work, equipment, or services needed at our then current rates for parts and labor, including minimum service call
fees.
EL SEGUNDO MAINTENANCE CONTRACT REVII.Asm
Page 3 of 6 www.intelligentfire.com 3/8/2023
Agreement No. 6643
n t e l l i g e n t �" i� 29033 Avenue Sherman, Suite #213 Valencia, CA 91355
Ph (888) 864-4362 Fx (818) 864-4556
CA License #995764 NV License #0081749
SYSTEMS & SOLUTIONS, INC. DIR#1000Do5473,MBE, and SBE
40. SERVICE AND REPAIR; LIMITED WARRANTY.
39.1 Limited Warranty. If the System does not operate properly, we will, upon your request, make all repairs and replace parts
without cost to you for a period of one year from the date the System installation is complete. Our service and repair includes all
parts and labor for repairs necessitated by ordinary wear and tear, excluding equipment not installed by us even if we connect to it,
batteries, or other disposable items. You must pay for the excluded items at our then current rates for parts and labor and a two-
hour minimum service call fee. Payment must be made upon completion of the work. If anyone other than an authorized company
representative attempts the repair, service, programming, or modification of any portion of the System, the Limited Warranty is
terminated immediately, and is of no force.
39.2 No Service Option. If you did not select the Service Option, after -warranty service and repair is provided as you request on a
time -and -materials basis at our then current rates for parts and labor and a two-hour minimum service call fee. Removal and
replacement of obsolete equipment or obsolete or unsupported communication pathways will be at your sole expense. Payment
must be made upon completion of the work.
39.3 Service Option. If you selected the Service Option, after -warranty service or repair includes all parts and labor for repairs
necessitated by ordinary wear and tear, excluding equipment not installed by us even if we connect to it, batteries, or other
disposable items. Service and repair of this nature is provided on a time -and -materials basis at our then current rates for parts and
labor plus a two-hour minimum service call fee. If anyone other than our authorized company representative attempts the repair,
service, programming, or modification of any portion of the System, the Service Option is terminated immediately and is of no
force.
39.4 Exclusions. The Limited Warranty or the Service Option does not cover any malfunction or damage caused by accident, misuse,
acts of God, animals, programming, or equipment or components installed by anyone other than us even if we connect to it. The
Service Option does not cover the removal and replacement of obsolete equipment or obsolete or unsupported communication
pathways. Service and repair or upgrades of this nature is provided at our then current rates for parts and labor, and a two-hour
minimum service call fee. Payment must be made upon completion of the work.
39.5 Hours. Service is provided between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, excluding holidays.
Emergency service is available at all other times at our then current premium labor rate and a two-hour minimum service call fee.
41. Your Plans and Specifications; Authorities Having Jurisdiction. If the System is installed, changed, or replaced according to your
plans and specifications, you must pay for atl costs incurred for any work necessitated by alterations in the plans provided. You are
solely responsible for all costs necessitated by changes in the regulations or standards of any authority having jurisdiction, including
the interpretation of the regulations and standards. You will promptly pay us for the cost of any changes to the Proposal under this
Agreement that may be requested by the owner of the Premises if you are not the owner, or any authorities having jurisdiction,
including building and safety departments, local fire or electrical departments, insurance companies, or any other federal, state, or
local agency.
42. Acceptance of Installation. After the System is installed, we will inspect the System together. Any error or omission in the design,
construction, or installation of the System must be brought to our attention in writing within 15 days after completion of
installation, The installation is totally satisfactory to and accepted by you upon the expiration of 15 days.
43. Title to System; Risk of Loss. Until you have paid us in full for installation, we hold title to and, by this Agreement, you grant us a
security interest in the System. If we need to perfect the interest, you will comply with all reasonable requests. If you fail to pay for
the System or our work in full, you must allow us to enter the Premises and remove all or any portion of the System, and recover all
damages to which we are entitled. Removal of the System is without prejudice to the collection of all sums due under this
Agreement. After installation begins, you bear the entire risk of loss for the equipment or components. If the System is removed for
any reason, we are not obligated to restore the Premises to its original condition or to redecorate the Premises. If you do not own
the Premises, you must obtain the written consent of the owner for the installation, removal, or abandonment of the system.
44. Delay in Installation; Interruption, Suspension, or Cancellation of Service. We are not liable for any delay in the installation, repair,
or the provision of any other services, or for the consequences of delay, or for any interruption of the System's operation caused, in
whole or in part, because of compliance with any law, request, or order of any authority having jurisdiction, or because of any act
or event, whether foreseen or unforeseen, including without limitation, war; terrorist attack or activity; military action; riots;
strikes; lockouts; fires; floods; storms; ice; earthquakes; drought, tornado; explosion; interruption; proclamations concerning
COVID-19 or unavailability of product, fuel, power, labor, or transportation facilities; interruption or unavailability of telephone,
cable, radio, cellular, internet, satellite, or other transmission or communication services; hacking, denial of service, or other
malicious attacks; acts of God; other unforeseen event; or for any other similar or dissimilar reason or cause, regardless of origin,
beyond our reasonable control, whether on a region -wide or nationwide basis. We are not required to provide installation, repair,
or any other services to you while any of these causes or the aftermath of these causes exist. If services are suspended for these
reasons, you must continue to pay under the terms of this Agreement. If your Premises or equipment are destroyed by fire or other
catastrophes, are so substantially damaged that it is impractical to continue service, this Agreement will be suspended without
notice.
45. Taxes, Charges, and Fees. We may at any time Increase the monitoring or service fees to reflect increases in federal, state, and local
taxes, utility charges including telephone company charges, and municipal fees and charges, which are imposed on us and which
relate to the services provided under this Agreement. You must pay all increased monitoring or service fees.
EL SEGUNDO MAINTENANCE CONTRACT REV1.xlsm
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Agreement No. 6643
29033 Avenue Sherman, Suite #213 Valencia, CA 91355
_= Intelligent Fir
Ph (888) 864-4362 Fx (818) 864.4556
CA License #995764 NV License #0081749
SYSTEMS & SOLUTIONS, INC. DIR#1000005473,MBE, and SBE
46. Default; Interest.
45.1 Default. Any of the following constitute your default under this Agreement: (a) failure to pay any amount provided in this
Agreement within ten days after the same is due; (b) failure to communicate or cooperate with us, including being disrespectful or
abusive, or comply with reasonable requests; (c) failure to perform any other obligations under this Agreement within ten days
after written request; (d) failure to timely and properly inspect and test, repair, or update your System as required or failure to
provide us with a written inspection and testing report; or (e) you become a debtor in a bankruptcy proceeding. If you default, we
may discontinue all work or services upon ten -days' written notice to you, and accelerate and recover 75% of all amounts to
become due under this Agreement, as well as all other sums to which we are entitled. We may report your failure to Inspect and
test or repair your System, or lack of System monitoring, to the authority having jurisdiction to ensure release of Intelligent Fire
Systems & Solutions, Inc. from liability.
45.2 Interest. If any payment due is more than ten days late, you will pay simple interest on each past due payment in the amount
of 18% per year calculated on a 360-day year [periodic rate of 1.5% per month or the maximum amount allowed bylaw] until the
balance is paid in full.
47. Notices. All notices regarding this Agreement must be in writing and may be served by personal delivery; a nationally -recognized
overnight courier with all delivery charges provided for; via e-mail, or certified mail, return -receipt requested and regular mail with
postage prepaid, to the addresses set forth in this Agreement or to any other address provided by one party to the other from time
to time in writing.
48. Third Party Indemnification; Subrogation. You must immediately defend and indemnify us against all claims brought by others,
including personal injury, tort, negligence, property damage, or death. This provision applies to all claims regardless of cause,
including our or the System's performance or failure to perform; defects in products, design, installation, activation, or service;
negligence; tort; warranty; contribution; indemnification; or strict products liability. You release us from all claims, whetherthe
claims are made by or through you, including your insurance company or other parties.
49. Time to Bring Suit; Venue; Governing Law. Any lawsuit or other legal proceeding arising out of or relating to this Agreement,
whether based upon contract, tort, negligence, or otherwise, must be brought no later than one year from the date of the event
which caused the loss, damage, injury, or death. This Agreement is made and entered into in San Bernardino County, California.
Any legal proceeding arising out of or relating to this Agreement must be brought in San Bernardino County. California law applies
to this Agreement regardless of choice -of -law rules.
50. Survival. Paragraphs 33, 34, 47, and 48 survive the expiration, cancellation, or termination of this Agreement.
51. Entire Agreement. This Agreement is the final and exclusive expression of the entire agreement between us, and may be different
than or conflict with our previous discussions. No other agreements, representations, or warranties, express or implied, oral or
written, have been made by any party to the other with respect to this Agreement, All prior or contemporaneous oral or written
agreements, proposals, understandings, conversations, negotiations, and warranties are not relied upon, and are merged into and
superseded by this Agreement. This is an integrated agreement and there are no defenses to its enforceability. This Agreement
cannot be changed orally, any oral changes are void, and all changes must be in writing signed by authorized representatives of
both parties. If there is any conflict between this Agreement and your purchase order or other document delivered to us, this
Agreement governs whether the purchase order or document is delivered before or after this Agreement is fully signed, and all
terms inconsistent with this Agreement are void.
52. Enforceability; Waiver. If any part of this Agreement is void, the remaining portions of the Agreement remain enforceable. No
waiver of a breach of any term or condition of this Agreement is a waiver of any succeeding breach.
53. Interpretation; Construction. The captions are for convenience of reference only and have no force in the interpretation or
construction of this Agreement. The neuter includes the masculine or feminine gender, and the singular includes the plural
wherever the context requires. Each term of this Agreement is a condition to be fully performed. The rule of construction that
ambiguities are resolved against the drafting party does not apply in interpreting this Agreement.
54. Authorized Signatories; Duplicate. The individuals signing this Agreement are authorized signatories, and have the full power to
enter into this Agreement, and to make the representations and warranties contained in this Agreement. Delivery of the signed
Agreement by facsimile or other electronic means is as binding as delivery of an originally -signed Agreement. This Agreement and
all documents arising out of or relating to this Agreement may be delivered, stored, or reproduced by electronic or mechanical
means. An electronic version of this Agreement is legally equivalent to the original for all purposes, including litigation.
55. The 2019 novel coronavirus and the disease it causes are collectively referred to herein as COVID-19. IFSS will not be held liable for
any project delays due to COVID-19 proclamations or supply chain disruptions, logistics backlogs, and manufacturing shutdown for
unknown COVID-19 conditions, not caused by the subcontractor and which are beyond its control. Product availability delays can
vary extensively, and for some product models, can exceed 90 days. Please plan your project accordingly.
56, Given that the construction industry has been and will continue to face unprecedented escalation in material pricing as the world
begins the rebound from COVID-19, and the possibility that the pricing of materials, equipment, and energy continues to escalate,
Subcontractor cannot forecast future increases in pricing or lock -in it's pricing beyond the next fifteen (15) calendar days. If the
quote is not accepted within the next fifteen (15) days, we reserve the right to withdraw and/or reissue a new quote. Once the
quote is accepted, the Subcontractor will use its best efforts to purchase the materials, equipment, and energy in such a manner as
to limit the impact of the escalation. However, the Subcontractor reserves its right to seek an equitable change order if the
Subcontractor or its subcontractors and suppliers cannot supply these products at the same or similar costs -as carried in their
estimates. Where the delivery is delayed, through no fault of the subcontractor, as a result of the shortage or unavailability of any
material or equipment, the subcontractor shall not be liable for any additional costs or damages associated with such delay(s).
EL SEGUNDO MAINTENANCE CONTRACT REV1.xlsm
Page 5 of 6 www.intelligentriire.com 3/8/2023
Agreement No. 6643
29033 Avenue Sherman, Suite #213 Valencia, CA 91355
_= Intelligent 're Ph (888) 864-4362 Fx (818) 864-4556
CA License #995764 NV License #0081749
SYSTEMS & SOLUTIONS, INC. DIR # 1000005473, MBE, and SBE
57. The quotation contained herein does not imply conformance to any Federal, State, Local, Organizational, or Contractual Mandates
requiring COVID-19 Vaccinations and/or COVID-19 Testing.
58. Licenses. CA: Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has
jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years
of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed
within ten years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar,
Contractors' State License Board, P.O. Box 26000, Sacramento, California 95826. NV: Contractors are required by law to be licensed
and regulated by the State Contractors' Board. The State Contractors' Board has jurisdiction to investigate complaints that are filed
against contractors. Any questions concerning a contractor may be referred to the State Contractors Board at (1) 9670 Gateway
Drive, Suite 100, Reno, Nevada 89521, (775) 688-1141 or (2) 2310 Corporate Circle, Suite 200, Henderson, Nevada 89074, (702) 486-
1100.
ACCEPTANCE
You read this Agreement before signing It and the prices and terms in this Agreement are satisfactory. You received, understood,
approved, and accepted this Agreement, In particular Paragraphs 33, 34, and 47, which set forth our maximum liability ifthere is
any loss, damage, or injury to you or any third party. You may obtain a higher liability limit by paying an additional periodic
charge. You were advised that there are additional, different, or higher levels of protection and service available. The System or
services provided are based upon your specific request, approval, and cost considerations, for which you must hold us harmless.
All terms on the other pages or attachments are a part of this Agreement.
RESPECTFULLY SUBMITTED BY,
Intelligent Fire Systems & Solutions, Inc.
Michael D Diaz
562-824-2422
mike.diaz@intelligentfire.com
By:
(Signature)
(Print Name)
Title:
Date:
EL SEGUNDO MAINTENANCE CONTRACT REV1.xlsm
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