CONTRACT 7140 Maintenance and Repair AgreementDocusign Envelope ID: FB808ACA-C1C2-4C41-BFC6-CA873B1FFADF Agreement No. 7140
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
HCI SYSTEMS INC.
GM 24-22 ON CALL FIRE ALARM AND SPRINKLER ALARM TESTING
This MAINTENANCE AGREEMENT is entered into this 1 ST day of October 2024, by
and between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY") and HCI SYSTEMS INC, a CALIFORNIA CORPORATION ("CONTRACTOR").
The Parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONTRACTOR agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B. As additional consideration, CONTRACTOR and CITY agree to abide by
the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONTRACTOR for
CONTRACTOR's services an amount not to exceed $45,000, pursuant to
the rates set forth in the attached Exhibit 'A" which is incorporated by
reference. CITY will remit payment promptly, but not later than 30 days
after receiving any CONTRACTOR invoice.
2. TERM. The term of this Agreement will be October 1, 2024, to June 30, 2025. The
Agreement may be renewed upon mutual consent of the parties.
3. SCOPE OF SERVICES.
A. CONTRACTOR will perform services listed in the attached Exhibit A.
B. CONTRACTOR will, in a workmanlike manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies
and materials, equipment, printing, vehicles, transportation, office space
and facilities, and all tests, testing and analyses, calculation, and all other
means whatsoever, except as herein otherwise expressly specified to be
furnished by CITY, necessary or proper to perform and complete the work
and provide the professional services required of CONTRACTOR by this
Agreement.
4. PREVAILING WAGES.
A. Pursuant to Labor Code § 1720, and as specified in 8 California Code of
Regulations § 16000, CONTRACTOR must pay its workers prevailing
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Agreement No. 7140
wages. It is CONTRACTOR's responsibility to interpret and implement
any prevailing wage requirements and CONTRACTOR agrees to pay any
penalty or civil damages resulting from a violation of the prevailing wage
laws.
B. 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 http://www.dir.ca.gov/DLSR/PWD. CONTRACTOR must
post a copy of the prevailing rate of per diem wages at the job site.
C. CITY directs CONTRACTOR's attention to Labor Code §§ 1777.5, 1777.6
and 3098 concerning the employment of apprentices by CONTRACTOR
or any subcontractor.
D. Labor Code § 1777.5 requires CONTRACTOR or subcontractor employing
tradesmen in any apprenticeship occupation to apply to the joint
apprenticeship committee nearest the site of the public works project and
which administers the apprenticeship program in that trade for a certificate
of approval. The certificate must also fix the ratio of apprentices to
journeymen that will be used in the performance of the contract. The ratio
of apprentices to journeymen in such cases will not be less than one to
five except:
When employment in the area of coverage by the joint appren-
ticeship committee has exceeded an average of 15 percent in the
90 days before the request for certificate, or
When the number of apprentices in training in the area exceeds a
ratio of one to five, or
i. When the trade can show that it is replacing at least 1/30 of its
membership through apprenticeship training on an annual basis
state-wide or locally, or
iv. When CONTRACTOR provides evidence that CONTRACTOR
employs registered apprentices on all of his contracts on an annual
average of not less than one apprentice to eight journeymen.
V. CONTRACTOR is required to make contributions to funds estab-
lished for the administration of apprenticeship programs if
CONTRACTOR employs registered apprentices or journeymen in
any apprenticeable trade on such contracts and if other contractors
on the public works site are making such contributions.
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Agreement No. 7140
vi. CONTRACTOR and any subcontractor must comply with Labor
Code §§ 1777.5 and 1777.6 in the employment of apprentices.
vii. Information relative to apprenticeship standards, wage schedules
and other requirements may be obtained from the Director of
Industrial Relations, ex-officio the Administrator of Apprenticeship,
San Francisco, California, or from the Division of Apprenticeship
Standards and its branch offices.
E. CONTRACTOR and its subcontractors must keep an accurate certified
payroll records showing the name, occupation, and the actual per diem
wages paid to each worker employed in connection with this Agreement.
The record will be kept open at all reasonable hours to the inspection of
the body awarding the contract and to the Division of Labor Law
Enforcement. If requested by CITY, CONTRACTOR must provide copies
of the records at its cost.
5. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONTRACTOR represents that
CONTRACTOR has
Thoroughly investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONTRACTOR warrants that
CONTRACTOR has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONTRACTOR discover any latent or
unknown conditions that may materially affect the performance of the
services, CONTRACTOR will immediately inform CITY of such fact and
will not proceed except at CONTRACTOR's own risk until written
instructions are received from CITY.
6. INSURANCE.
A, Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONTRACTOR will procure and
maintain the following types of insurance with coverage limits complying,
at a minimum, with the limits set forth below:
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Agreement No. 7140
Commercial general liability:
Business automobile liability
Workers compensation
Limits combined sin le
$1,000,000
$1,000,000
Statutory requirement.
B. Commercial general liability insurance will meet or exceed the
requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of
insurance set forth above 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 City, its officials, and
employees as "additional insureds" under said insurance coverage and to
state that such insurance will be deemed "primary" such that any other
insurance that may be carried by City will be excess thereto. Such
insurance will 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 City.
C. Automobile coverage will be written on ISO Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto).
D, CONTRACTOR will furnish to City duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement, endorsements as required herein, and such other evidence of
insurance or copies of policies as may be reasonably required by City
from time to time. Insurance must be placed with insurers with a current
A.M. Best Company Rating equivalent to at least a Rating of "A:VII."
Certificate(s) must reflect that the insurer will provide thirty (30) day notice
of any cancellation of coverage. CONTRACTOR will require its insurer to
modify such certificates to delete any exculpatory wording stating that
failure of the insurer to mail written notice of cancellation imposes no
obligation, and to delete the word "endeavor" with regard to any notice
provisions.
E. Should CONTRACTOR, for any reason, fail to obtain and maintain the
insurance required by this Agreement, City may obtain such coverage at
CONTRACTOR's expense and deduct the cost of such insurance from
payments due to CONTRACTOR under this Agreement or terminate.
7. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this
Agreement until:
A. CONTRACTOR furnishes proof of insurance as required under Section 6
of this Agreement; and
B. CITY gives CONTRACTOR a written Notice to Proceed.
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Agreement No. 7140
C. Should CONTRACTOR begin work in advance of receiving written
authorization to proceed, any such professional services are at
CONTRACTOR's own risk.
8. TERMINATION.
A, Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause. Notice of termination will be in writing.
B. CONTRACTOR may terminate this Agreement upon providing written
notice to CITY at least thirty (30) days before the effective termination
date.
C. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
D. By executing this document, CONTRACTOR waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
INDEMNIFICATION.
A. CONTRACTOR indemnifies and holds CITY harmless from and against
any claim, action, damages, costs (including, without limitation,
reasonable attorney's fees and penalties), injuries, or liability, arising out
of this Agreement, or its performance including, without limitation,
damages or penalties arising from CONTRACTOR's removal,
remediation, response or other plan concerning any Hazardous Waste
resulting in the release of any hazardous substance into the environment.
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 this Agreement, or its performance, CONTRACTOR will
defend CITY (at CITY's request and with counsel satisfactory to CITY) and
will indemnify CITY for any judgment rendered against it or any sums paid
out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and volunteers.
C. CONTRACTOR expressly agrees that this release, waiver, and indemnity
agreement is intended to be as broad and inclusive as is permitted by the
law of the State of California and that if any portion is held invalid, it is
agreed that the balance will, notwithstanding, continue in full legal force
and effect.
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Agreement No. 7140
D, It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
E. The requirements as to the types and limits of insurance coverage to be
maintained by CONTRACTOR as required by this Agreement, and any
approval of said insurance by CITY, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by
CONTRACTOR pursuant to this Agreement, including, without limitation,
to the provisions concerning indemnification.
9. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that
CONTRACTOR will act as an independent contractor and will have control of all work
and the manner in which is it performed. CONTRACTOR will be free to contract for
similar service to be performed for other employers while under contract with CITY.
CONTRACTOR 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 Agreement that may appear to give CITY the right to direct
CONTRACTOR as to the details of doing the work or to exercise a measure of control
over the work means that CONTRACTOR will follow the direction of the CITY as to end
results of the work only.
10. NOTICES.
All notices given or required to be given pursuant to this Agreement will be in writing
and may be given by personal delivery or by mail. Notice sent by mail will be
addressed as follows:
If to CONTRACTOR.
Attention: FADY NASHED
HCI SYSTEMS INC.
1354 S.PARKSIDE PLACE,
ONTARIO, CA 91761
(909) 628-7773
Email:fnashed@hcisystems.net
If to CITY:
Attention: JORGE PRADO
CITY OF EL SEGUNDO
350 MAIN STREET
EL SEGUNDO, CA 90245
(310) 524-2713
Email: jprado@elsegundo.org
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
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Agreement No. 7140
deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
11. PROHIBITED USE OF ARTIFICIAL INTELLIGENCE.
A. Restriction on Artificial Intelligence Usage. CONTRACTOR must not
utilize, employ, or incorporate any form artificial intelligence, machine
learning, or other similar technologies (collectively, "Al") in the provision of
professional services in this Agreement without CITY's express written
consent.
B. Exclusions. The Al prohibition set forth directly above will not apply to
general business tools and software that may have Al components but are
not directly involved in the execution or delivery of professional services
that this Agreement covers, provided that such tools and software do not
significantly impact the quality or nature of such services.
C. Notification. CONTRACTOR must promptly notify CITY, in writing, of any
proposal to employ Al in connection its provision of services to the CITY
under this Agreement. CITY will have the sole discretion to grant or deny
such proposal.
12.TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
13.WAIVER. A waiver by CITY of any breach of any term, covenant, or condition
contained in this Agreement 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
Agreement, whether of the same or different character.
14. CONSTRUCTION. The language of each part of this Agreement will be construed
simply and according to its fair meaning, and this Agreement will never be construed
either for or against either party.
15.SEVERABLE. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to
the extent necessary in the opinion of the court to render such portion enforceable and,
as so modified, such portion and the balance of this Agreement will continue in full force
and effect.
16. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
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Agreement No. 7140
17. WAIVER. Waiver of any provision of this Agreement will not be deemed to
constitute a waiver of any other provision, nor will such waiver constitute a continuing
waiver.
18.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.
19.AUTHORITY/MODIFICATION. This Agreement may be subject to and conditioned
upon approval and ratification by the El Segundo City Council. This Agreement is not
binding upon CITY until executed by the City Manager. The Parties represent and
warrant that all necessary action has been taken by the Parties to authorize the
undersigned to execute this Agreement and to engage in the actions described herein.
This Agreement may be modified by written agreement. CITY's city manager may
execute any such amendment on behalf of CITY.
20. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on
any number of separate counterparts, and all such counterparts so executed constitute
one Agreement binding on all the Parties notwithstanding that all the Parties are not
signatories to the same counterpart. In accordance with Government Code § 16.5, the
Parties agree that this Agreement, Agreements ancillary to this Agreement, and related
documents to be entered into in connection with this Agreement will be considered
signed when the signature of a party is delivered by electronic transmission. Such
electronic signature will be treated in all respects as having the same effect as an
original signature. CONSULTANT warrants that its signatory (or signatories, as
applicable) to this Agreement has the legal authority to enter this Agreement and bind
CONSULTANT accordingly.
21. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity
between any provision of this Agreement, its attachments, the purchase order, or notice
to proceed, the provisions of this Agreement will govern and control.
22. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
23. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, war, terrorist act, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' control, then
the Agreement will immediately terminate without obligation of either party to the other.
24. ENTIRE AGREEMENT. This Agreement and its one attachment constitutes the sole
agreement between CONTRACTOR and CITY respecting lead based stabilization. To
the extent that there are additional terms and conditions contained in Exhibit "A" that are
not in conflict with this Agreement, those terms are incorporated as if fully set forth
above. There are no other understandings, terms or other agreements expressed or
implied, oral or written.
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Agreement No. 7140
[SIGNATURES ON FOLLOWING PAGE]
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Agreement No. 7140
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO
genal law city.
Darrell George,
City Manager
ATTEST:
- MI bw
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
HCI SYSTEMS INC.
Dario Canizalez
Name
CFO
Title
Taxpayer ID No. 26-1656639
Joaqu"lazquez, Assistant City Attorney
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11l'20124, 8,-39 AM
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Agreement No. 7140
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Signature Timestamp
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Docusign Envelope ID: FB808ACA-C1C2-4C41-BFC6-CA873B1FFADF EXHIBIT A
Agreement No. 7140
HCI Systems Inc.
199 S. Hudson Ave, Pasadena, CA 91101
Tel: (818) 839-5237 1 Fax: (818) 839-5236
Fire safety ystarsIntegrators .
State Contractors License C-7, C-10, C-16 #905493
FIRE / LIFE SAFETY AND FIRE SPRINKLER TEST & INSPECT AGREEMENT
Date: September 24, 2024 CMAS: 3-23-07-1006
Job Site: City of El Segundo To: City of El Segundo
150 Illinois St Jorge Prado
El Segundo, Ca 90245 150 Illinois St
El Segundo, Ca 90245
From: Fady Nashed Phone: (310)524-2713
(909)544-7563
fnashed@hcisystems.net
Email: jprado@elsegundo.org
Scope of Work:
We are pleased to present this proposal to perform the Fire/Life Safety and Fire Sprinkler Inspections on the system
located at the above referenced address. The scope of work and details of the inspections to be completed as
follows:
Annual Fire Alarm Test
HCl will perform the inspection on the Fire Alarm System, audio/visuals, magnetic door holds, auxiliary functions
(HVAC shutdown, elevator recall, etc.), and central station monitoring. HCl will test all waterflow and tamper switches
during this inspection. HCI will test and inspect all fire alarm related devices and functions, per NFPA 72.
Annual Fire S rinkler System Inspection
HCl will perform one (1) Annual Sprinkler Inspection to include the visual inspection of the sprinkler heads (in all
areas accessible during the inspection) and the required main drain.
Following each inspection noted above will be a detailed report. Any deficiencies noted will be quoted on a
separate proposal.
V050124, Quoted 9/24/24 Page 1 of 6
Docusign Envelope ID: FB808ACA-C1C2-4C41-BFC6-CA873B1FFADF
Agreement No. 7140
ft HCI Systems Inc.
199 S. Hudson Ave, Pasadena, CA 91101
spray s®n arn ����� h Tel: (818) 839-5237 1 Fax: (818) 839-5236
Fire State Contractors License C-7, C-10, C-16 #905493
Annual Cost Summary
Please Issue Contracts and Purchase Orders To:
HCI Systems Inc.
State Contractors License. C-7, C-10, C-16 #905493
199 South Hudson Avenue, Pasadena, CA 91101
The original term of this Agreement is 12 months, starting the month during which services
commence.
Pricing Summary:
• Brycer Fees
• City Hall 350 main Street (Fire alarm only)
• FD1 314 Main street (Fire alarm and sprinkler)
• FD2 2261 E Mariposa (Fire alarm and sprinkler)
• Gordon Clubhouse 300 E pine street (Fire alarm only)
• Joslyn Center 339 Sheldon (Fire Alarm only)
• Lifeguard station 105 Vista Del Mar (Fire Alarm only)
• Maintenance Yard 150 Illinois street (Fire Alarm and Sprinkler)*
• Park & Recs 641 California street (Fire Alarm only)
• Police station 348 main Street (Fire alarm and Sprinkler)
• Water Tower storage 400 Lomita Street (Sprinkler only)
• Soccer Field 2201 E Mariposa (Sprinkler only)
• TOTAL ANNUAL INVESTMENT
*Lift price included for Maintenance yard located at 150 Illinois St
Included in pricing
$1,777.00
$1,351.00
$1,351.00
$ 576.00
$1,351.00
$1,351.00
$ 2,596.00
$1,351.00
$1,351.00
$ 320.00
$ 320.00
$13,695.00
Pricing is based on all testing being performed on same day(s). If a return trip is required due to the
customer, standard HCI labor rates will apply. 72 hours (3 business days) is required to cancel a scheduled
test, or a 20% rescheduling fee will be applied. Any lack of access or delays to HCI is subject to a change
order.
Special Instructions and Exclusions
• Testing to be performed during regular HCI business hours.
i::airgdng to be IpirowNed by the tr d� pity oir a chaff ge codeir wlilll' li e required.
• Engineering to assist with auxiliary function testing and resetting of equipment (elevators,-HVAC/mechanical
equipment, etc.).
• Notifying inhabitants of the subject building(s) about the time and duration of testing is excluded and is the
responsibility of others.
• Control of Electric power in the subject building during the testing is excluded and is the responsibility of
others.
V050124, Quoted 9/24/24 Page 2 of 6
Docusign Envelope ID: FB808ACA-C1C2-4C41-BFC6-CA873B1FFADF Agreement No. 7140
HCI Systems Inc.
199 S. Hudson Ave, Pasadena, CA 91101
�9re Sefs ety,ymern Wegrarcters ��, �syaw��, m. Tel: (818) 839-5237 1 Fax: (818) 839-5236 , w State Contractors License C 7, C-10, C-16 #905493
• Access to all areas is to be provided by the facilities engineering staff.
• Billing will take place upon completion of the test/inspection.
• Inspection reports will be provided following each inspection. Quote to repair any deficiencies noted will be
made in a separate proposal and submitted for approval.
• This proposal excludes semi-annual visual inspections of all fire alarm control and/or peripheral equipment.
• This proposal excludes sensitivity testing.
• This proposal excludes any and all fees related to re -test, AHJ permits, and background checks.
• This proposal excludes annual backflow preventor forward flow test. If required by AHJ, a separate proposal
will provided.
• A facility representative must be present with HCl technicians when entering a residential space, for the
purpose of fire/life safety testing only. No other in-house maintenance is to be performed during this period.
• Any lack of access or delays to HCI is subject to a change order.
• This proposal is based on current codes, as of the date listed on this proposal. Any code change that
increases the frequency of items to be tested will be subject to a change order.
• Devices provided to HCI via a previous test report or point list is what this quote is based on. Additional
devices found will be subject to a change order.
• If facility preforms a remodel and additional devices are added, a new proposal will need to be generated.
• .ttn s IIprGce urur>Iludes work, rellqu.uiiring a 6' loddeir or less,, l...Its or Madders arbove 6' B.o li.te IlruoMed Iby the
bu.uiillrt 1ng. Lift rental is excluded, unless otherwise listed above in the pricing.
• Unless expressly stated otherwise under the Scope of Work, the price quoted Includes prevailing wage,
special wage, and/or certified payroll.
• Pricing is based on all testing being performed on same day(s). If a return trip is required due to the
customer, standard HCI labor rates will apply. 72 hours (3 business days) is required to cancel a scheduled
test, or a 20% rescheduling fee will be applied.
• This proposal is valid for 30 days.
• Under the new Title 19 (NFPA 25) standards is an effort to identify areas of corrosion throughout the sprinkler
piping network — Therefore, if there are any signs of corrosion found during the flow tests, the following must be
completed:
1. An internal inspection must be conducted to check for blockage at the Riser, cross mains and branch lines.
2. Water and deposit samples must be collected and sent to a lab to determine what type(s) of corrosion exist.
A report, with recommendations will be sent upon receipt of results. Pricing for this additional work will be
provided if we find any signs of corrosion during our test.
• FDC must be accessible for work to be performed.
V050124, Quoted 9/24/24 Page 3 of 6
Docusign Envelope ID: FB808ACA-C1C2-4C41-BFC6-CA873B1FFADF Agreement No. 7140
HCI S)'SiCI11S Inc.
v
199 S. Hudson Ave, Pasadena CA 91101
Tel: (818) 839-5237 1 Fax: (818) 839-5236
Fire Safety -System Integrators
State Contractors License C-7, C-10, C-] 6 #905493
Sdoice bo .
HCI publishes an official Service Labor Rate Schedule at least once per year and they are subject to change. The
published rate schedule includes current standard labor rates. Service calls will be charged at the current published
rate made available at time of service. To the extent Customer directs HCI to perform any additional work, such
direction must be in writing. Customer understands and agrees that such additional work will be performed in
accordance with the same legal terms and conditions stated herein.
Thank you for the opportunity to review your needs and offer this proposal. Please feel free to contact me if you have
any questions or concerns at (909)544-7563.
Sincerely,
Fa.dy Na4hecL
• IMIRM • • -•
If you would like us to proceed with the work included in this proposal, please sign below and return to HCI. Proposal
is accepted in accordance with the attached Terms & Conditions.
ELECTRONIC SIGNATURE: In accordance with California Civil Code § 1633.1 et seq., an Electronic Signature (as
defined below) affixed to this Agreement shall be as valid as an original signature and shall be effective to bind
signatory to this Agreement. The term "Electronic Signature" shall mean (i) a manually produced original signature
that is affixed to this Agreement via electronic means, or (ii) a signature that is generated and affixed to this
Agreement via an electronic program (e.g., DocuSign or Adobe Acrobat signature function).
Company
Date
PO# (if required)
Proposal Approved By (Signature)
Printed Name
Title
V050124, Quoted 9/24/24 Page 4 of 6
Docusign Envelope ID: FB808ACA-C1C2-4C41-BFC6-CA873B1FFADF
Agreement No. 7140
x�
HCI Systems Inc.
' 199 S. Hudson Ave, Pasadena, CA 91101
C� Tel: (818) 839-5237 1 Fax: (818) 839-5236
Fire Safety -System Wergralors .
State Contractors License C-7, C-10, C-16 #905493
1. Customer agrees:
• To provide free access to all areas of the facility covered by the fire alarm system. Where necessary, the customer will
provide a person familiar with the facility who can gain access to all areas;
• To provide the necessary equipment or lifts to reach inaccessible equipment and peripherals;
• To supply suitable electrical service, and;
• That in the event of any emergency or system failure, reasonable safety precautions will be taken to protect life and property
(including fire watch) during the period of time from when HCI is first notified of the emergency or failure and until such time
that HCI notifies the customer that the system is operational or that the emergency has cleared.
• HCI is not responsible for the security of the site. HCI is further not responsible for any costs or claims whatsoever arising
out of theft or damage to installed work due to vandalism.
2. This Agreement assumes the system covered is in maintainable condition. If repairs are found necessary upon inspection, a
proposal for repair at an additional cost will be submitted for approval. Should such repair proposal be declined, those non -
maintainable items will be removed from the service agreement and the contract amount adjusted accordingly.
3. It is understood that repair, replacement and emergency service provisions apply only to the systems and equipment covered
by this agreement and identified in the List of Covered Equipment. Repair or replacement of non -maintainable parts of the
system such as, but not limited to, unit cabinets, insulating materials, electrical wiring, structural supports and other non-moving
parts, is expressly excluded from this Agreement.
4. Emergency Service Exclusions. Emergency Service does not include travel expense, material and labor charges required as a
result of accident, fire, storm, water, negligence, misuse, vandalism, power failure, source current fluctuations, lighting surges,
any failure whatsoever resulting in whole or in part from a non-HCI installation, parts, service, attachments, or devices, or any
other cause external to the equipment. Emergency Service will be provided in accordance with the description provided in
Scope of Work. All services will be provided during normal business hours unless outlined elsewhere in this agreement.
5. If HCI tests a system that was not installed by HCI, HCI assumes no liability for that system either in whole or in part, and we
expressly disclaim any liability or warranty, as such system or any of its components not installed by us. Any components that
are installed by us or repaired by us are subject to the limited warranty given in the applicable repair agreement. It is not our
duty to investigate or inquire into your legal obligations to any third party with respect to any system that we inspect,
or any of its components not installed by us, and you agree to provide third party indemnification to HCI in the event
of any third party claims arising out of testing under this agreement.
6. HCI may transfer or assign this Agreement to any other fire alarm company or financing institution without notice to you. You
may not transfer this Agreement to someone else (including someone who purchases or leases or subleases your premises)
unless we pre -approve the transfer in writing. We may use subcontractors to provide the services herein.
7. HCI will not reload software, nor make repairs or replacements necessitated by reason of negligence or misuse of the
equipment by others, or caused by lightning, electrical storm, or other violent weather, or by any cause beyond HCI control
except ordinary wear and tear.
8. The customer shall promptly notify HCI of any malfunction in the system(s) that comes to the customer's attention. HCI will not
be responsible for fire watch in the event of system failure.
9. It is mutually understood that in providing the services included in this agreement, HCI is not an insurer and does not
guarantee any damage to property or injury to person will not occur.
10. Multiyear Agreements: HCI shall modify the annual amount at the renewal date and the Agreement shall otherwise continue
without change. However, the customer may notify HCI within 30 days of receipt of the modification of a decision to terminate
or renegotiate the services being provided, rather than accept the new amount. Standard HCI labor rates for service repair and
maintenance work are subject to change for the duration of this agreement.
11. Neither HCI or its representative shall be liable to the purchaser or anyone else for any liability, claim, loss, damage or expense
of any kind, or for any direct, consequential, collateral or incidental damages, relative to or arising from or caused directly by
the equipment, its installation, its service, or the use thereof or any deficiency, defect or inadequacy of the equipment. It is
expressly agreed that purchaser's exclusive remedy for any cause of action relating to the purchase, installation, service and/or
use of equipment shall be for damages and HCI liability for any and all losses or damages resulting from any cause
whatsoever, including negligence, shall in no event exceed the price of the service agreement for the equipment in respect to
which the claim is made or, at the election of HCI, the restoration or replacement or repair of such equipment.
12. Fire watch is excluded.
V050124, Quoted 9/24/24 Page 5 of 6
Docusign Envelope ID: FB808ACA-C1C2-4C41-BFC6-CA873B1FFADF Agreement No. 7140
PAP HCI Systems Inc.
199 S. Hudson Ave, Pasadena, CA 91101
� Tel: (818) 839-5237 1 Fax: (818) 839-5236
Fire aretpsstmillMt stars"�flgwnu'
State Contractors License C-7, C-10, C-16 #905493
13. Payments are due within 30 days of the submittal of an invoice. Overdue payments shall bear interest at the rate of 1-1/2%
per month from the date on which payment is due until paid. A 4% processing fee will be added to any payments issued by
credit card.
14. If any dispute arises out of this Agreement, such dispute shall be subject to Arbitration at the sole discretion of HCI. If any
arbitration or action at law or equity shall be brought on account of any breach of this Agreement or to enforce or interpret any
of its provisions, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees, which shall
be fixed by the tribunal or court and be made a part of any award or judgment rendered.
15. This Agreement shall be governed and construed in accordance with the laws of the state of California. Both parties agree to
submit to the exclusive venue and jurisdiction of the courts of California for any enforcement of Arbitration awards and ensuing
litigation pertaining to this Agreement.
16. The person executing this Agreement on behalf of Customer represents and warrants that they are authorized to do so by
Customer to bind Customer to all terms herein. As a further inducement to HCI to enter into this Agreement, the person
executing this Agreement agrees to guarantee the performance of Customer herein and to be personally liable for any
payments not made by Customer.
17. The Parties acknowledge that this Agreement is the result of good faith negotiations between the Parties through their
respective counsel. Any statute or rule of construction that any ambiguity is to be resolved against the Party that caused such
an ambiguity shall not be employed in the interpretation or enforcement of this Agreement.
18. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together
shall constitute one and the same instrument. In addition, the Parties agree that facsimile and/or electronic signatures shall be
acceptable to evidence the Parties' assent to this Agreement and are deemed equivalent to original "wet ink" signatures for all
purposes under this Agreement.
19. This Agreement represents the entire and integrated agreement between the Parties, and supersedes all prior negotiations,
representations, or agreements, either written or oral.
V050124, Quoted 9/24/24 Page 6 of 6
Agreement No. 7140
HCI Systems Inc.
199 S. Hudson Ave, Pasadena, CA 91101
Tel: (818) 839-5237 1 Fax: (818) 839-5236
State Contractors License C-7, C-10, C-16 #905493
2024 HCI Service Labor Rates
Effective July 1st 2024 Prevailing Wage Labor Rates
Revised: 06121124
Pasadena:
*Hourly rates are subject to change.
* Parts are billed at a separate cost.
**For Prevailing Wage jobs, rates may vary.
2024.Version 062124