CONTRACT 7370 Service AgreementAgreement No. 7370
SERVICES AGREEMENT
This Services Agreement ("Agreement") is made effective as of August 1, 2025 ("Effective
Date"), by and between FIRE RECOVERY USA, LLC, a California limited liability company
("Company"), and the City of El Segundo, ("Client"). The Company and Client are referred to
herein individually as a "party" and collectively as the "parties."
RECITALS
WHEREAS, Company engages in the business of performing billing services ("Company
Services") for fire departments in connection with fire inspections and/or permits performed by
department personnel;
WHEREAS, Client seeks the services of Company to assist with the billing for services
that Client provides in connection with these inspections and/or permits; and
WHEREAS, Company and Client desire to enter into this Agreement to document their
agreements regarding the Company Services to be provided to Client.
NOW, THEREFORE, in consideration of the mutual representations, warranties and
covenants set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Company and Client agree as follows:
ARTICLE 1
ENGAGEMENT
1.1. n a er o t: Client hereby engages Company to provide the Company Services
described in Article 4 herein, and Client hereby accepts such engagement, all on the terms and
conditions set forth herein. Company will determine the method, detail and means of performing
the services detailed below.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1. Re resentations and Warranties of Com an : Company hereby represents and
warrants to Client that, at all times during the term of this Agreement, Company is a limited liability
company duly organized, validly existing and in good standing under the laws of the State of
California.
2.2. Representations and Warranties of Client: Client hereby represents and warrants
to Company that, at all times during the term of this Agreement, Client is a organized Client
established pursuant to the laws and ordinances of the state in which Client is located.
ARTICLE 3
COMPANY STATUS AND QUALIFICATIONS
3.1. Independent Contractor: Company enters into this Agreement, and will remain
throughout the term of the Agreement, as an independent contractor. Company agrees that it will
not become an employee, partner, agent or principal of Client while this Agreement is in effect.
Agreement No. 7370
3.2. Pay ent of Income Taxes: Company is responsible for paying when due all
income taxes, including estimated taxes, incurred as a result of the compensation paid by Client
to Company for services rendered under this Agreement. On request, Company will provide Client
with proof of timely payment. Company agrees to indemnify Client for any claims, costs, losses,
fees, penalties, interest, or damages suffered by Client resulting from Company's failure to comply
with this provision.
3.3. Use of Em to e s orSubcontractors: Company may, at Company's own expense,
use any employees or subcontractors as Company deems necessary to perform the services
required of Company by this Agreement. Client may not control, direct, or supervise Company's
employees or subcontractors in the performance of those services.
3.4. Qualifications: Company represents that it is qualified and has the skills necessary
to perform the services under this Agreement in a competent and professional manner, without
the advice or direction of Client.
3.5. QwnershN._I'ntert: Company will have no ownership interest in Client.
36. No Benefit Cont6butions: Company shall have no obligation under this Agreement
to compensate or pay applicable taxes or provide employee benefits of any kind to any person
employed or retained by Client.
3.7. AttLne -in-Fact: Client appoints Company as Client's attorney -in -fact for the
following purposes:
(a) gi!!ing and Coll cf arms: To bill and collect ("Collections") all revenue earned by and
due to Client, in connection with Client's provision of inspection and permits, and
to receive all Collections on Client's behalf and to sue for and give satisfaction for
monies due on account and to withdraw any claims, suits, or proceedings
pertaining to or arising out of Company's or Client's right to collect such amounts;
and
(b) Endorsement: To take possession of and endorse in Client's name any notes,
checks, money orders, and any other instruments received as Collections.
ARTICLE 4
GENERAL RESPONSIBILITIES OF COMPANY
4.1. Minimum Am2 nt_of Service: Company agrees to devote as much time and
attention to the performance of the Company Services under this Agreement as may be, in
Company's sole discretion, required to accomplish the tasks described herein to accomplish the
results for which the Company is responsible under this Agreement.
4.2. Company Services: Company agrees to perform the Company Services as set
forth in the "List of Company Services" attached hereto as Schedule "A" and incorporated herein
by reference; including those additional services requested by Client and accepted in writing by
the Company during the term of this Agreement.
4.3. on -Exclusive l elatiocshcfa,: Company may represent, perform services for, and
contract with as many additional clients, persons, or companies as Company, in Company's sole
discretion, sees fit.
Agreement No. 7370
4.4. Time and Place of Performin Work: Company may perform the services under
this Agreement at any suitable time and location Company chooses.
4.5. Materials and ud went: Company will supply all materials and equipment
required to perform the services under this Agreement.
4.6. ""'porker " ,gn3.p n^aatio : Company agrees to provide workers' compensation
insurance for Company and Company's employees and agents and agrees to hold harmless and
indemnify Client for any and all claims arising out of any injury, disability, or death of any of
Company's employees or agents.
4.7. Assignment: Neither this Agreement nor any duties or obligations under this
Agreement may be assigned by Company without the prior written consent of Client, which
consent shall not be unreasonably withheld.
ARTICLE 5
COMPENSATION OF COMPANY
5.1. Com ensatior for Com an aervooe All Company Services provided pursuant
to this Agreement will be provided in accordance with the terms, including compensation amounts
and schedule of remittance, set forth in the "List of Company Services," attached hereto as
Schedule A.
52. The provisions of Article 11 of this Agreement will govern any dispute associated
with compensation.
ARTICLE 6
OBLIGATIONS OF CLIENT
6.1. Coo aeration of Client: The Client agrees to comply with all reasonable requests
of Company and provide access to all documents reasonably necessary to the performance of
Company's duties under this Agreement. The Client agrees to adopt, implement and enforce
policies and procedures to assure Client personnel perform the steps necessary to provide
Company with a database of inspection and/or permit businesses in a format acceptable to
company and to perform the inspections in a full and complete manner to facilitate the provisions
of Company Services.
6.2 As, rgnMQgt: Neither this Agreement nor any duties or obligations under this
Agreement may be assigned by Client or Company without the prior written consent of the
other.
ARTICLE 7
CLIENT AUTHORIZATION
7.1. Authorization: Notwithstanding other provisions of this Agreement, Company shall
obtain authorization from Client prior to performing any of the following:
(a) The sale conveyance, transfer, pledge exchange, assignment, hypothecation, or
encumbrance of Client's interest in any sums owed to Client; and
Agreement No. 7370
(b) All other limitations as stated by the terms of this Agreement.
ARTICLE 8
TERMINATION OF AGREEMENT
8.1. Termination on _Notice,: Notwithstanding any other provision of this Agreement,
either party may terminate this Agreement at any time by giving sixty days (60) written notice to
the other party. Unless earlier terminated as set forth below, this Agreement shall be effective as
of the date first set out above and shall continue until January 31, 2026.
8.2 Termination on Occurrence of Stated Events: This Agreement will terminate
automatically on the occurrence of any of the following events;
(a) Bankruptcy or insolvency of either party;
(b) The assignment of this Agreement by either party without the consent of the other
party; the parties agree that neither party will unreasonably withhold consent to
such an assignment.
83. Termination for Default: If either party defaults in the performance of this
Agreement or materially breaches any of its provisions, the non -breaching party may terminate
this Agreement by giving written notification to the breaching party. Termination will take effect
immediately on receipt of notice by the breaching party or five days (5) after mailing of notice,
whichever occurs first. For the purposes of this paragraph, material breach of this Agreement
includes, but is not limited to, the following:
(a) Company's failure to complete the services specified in the Description of
Services:
(b) Client's material breach of any representation, warranty or agreement contained
in this Agreement;
(c) Company's material breach of any representation. warranty or agreement
contained in this Agreement;
(d) Client's failure to make payments a described in Schedule A Section 7,
ARTICLE 9
PROPRIETARY RIGHTS
9.1, Confidential Infcarmation: Any written, printed'; graphic, or electronically or
magnetically recorded information furnished by Client for Company's use are the sole property of
Client. This proprietary information includes, but is not limited to, customer requirements,
customer lists, marketing information, and information concerning the Client's employees,
products, services, prices, operations, and subsidiaries. Company will keep this confidential
information in the strictest confidence, and will not disclose it by any means to any person except
with the Client's approval, and only to the extent necessary to perform the services under this
Agreement. This prohibition also applies to Company's employees, agents, and subcontractors.
On termination of this Agreement, Company will return any confidential information in Company's
possession to Client.
4
Agreement No. 7370
9.2 Confidential Information: Any written, printed, graphic, electronically or
magnetically recorded information, computer -based hardware, software, applications, software
scripts, or software links furnished by Company for Client's use are the sole property of
Company. This proprietary information includes, but is not limited to, customer requirements,
customer lists, marketing information, and information concerning the Company's employees,
products, services, prices, operations, and subsidiaries. Client will keep this confidential
information in the strictest confidence, and will not disclose it by any means to any person
except with the Company's approval, and only to the extent necessary to perform the services
under this Agreement. This prohibition also applies to Client's employees, agents, and
subcontractors. On termination of this Agreement, Client will return any confidential information
in Client's possession to Company.
ARTICLE 10
INDEMNIFICATION
10.1. indemnification: To the extent permitted by applicable law, the Company will indemnify
and hold the Client harmless from and against any and all loss, damage, liability, claims and/or
injury resulting from all actions performed by the Company, or its agents on the Company's
behalf, in connection with this Agreement. However, this indemnification shall not apply with
respect to any legal cause, action or consequential liability or losses as a result from inaccurate
or incomplete information or unfounded or unreasonable submissions furnished to the Company
by the Client nor shall it apply to any act, omission or negligence of the Client.
ARTICLE 11
GENERAL PROVISIONS
11.1. Governing, Law: This Agreement shall be governed in all respects by the laws of
the State of California, without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction that would cause the application of the
laws of any jurisdiction other that the State of California)
11.2. r_iir A.grq rne,n.t: This Agreement constitutes the entire agreement between the
Parties pertaining to the subject matter contained in it and supersedes all prior and
contemporaneous agreements, representations, and understanding of the parties.
11.3. Successors and Assi n: Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors
and administrators of the parties hereto_ No party may assign any of its rights or obligations
hereunder without the express written consent of the other party hereto, which consent may not
be unreasonably withheld; provided, however, any party may assign any and all of its rights and
interests hereunder to one or more of its affiliates and designate one or more of its affiliates to
perform its obligations hereunder; provided, however, that such party remains liable for full and
total performance of its obligations hereunder.
Agreement No. 7370
11.4. Notice& Any notices authorized to be given hereunder shall be in writing and
deemed given, if delivered personally or by overnight courier, on the date of delivery, if a Business
Day, or if not a business day, on the first Business Day following delivery, or if mailed, three days
after mailing by registered or certified mail, return receipt requested, and in each case, addressed,
as follows:
If to the Company to:
Fire Recovery USA, LLC
2271 Lava Ridge Court, Suite 120
Roseville CA 95661
Attention: Craig Nagler
If to Client to:
City of El Segundo
314 Main St.
El Segundo, CA 90245
Attention:
with a copy to:
The Watkins Firm, APC
9915 Mira Mesa Boulevard, Suite 130
San Diego, CA 92131
Attention: Chris Popov, Esq.
with a copy to:
00 WOlive Avenue, Suite 500
Burbank, CA 95101
Attention... Marls I-lern j ,may Attorney
Or, if delivered by telecopy, on a Business Day before 4:00 PM local time of addressee, on
transmission confirmed electronically, or if at any other time or day on the first Business Day
succeeding transmission confirmed electronically, to the facsimile numbers provided above, or to
such other address or telecopy number as any party shall specify to the other, pursuant to the
foregoing notice provisions. When used in this Agreement, the term "Business Day" shall mean a
day other than a Saturday, Sunday or a Federal Holiday,
11.5. Waiver: Amendments: This Agreement, and the Transaction Documents, (i) set
forth the entire agreement of the parties respecting the subject matter hereof, (ii) supersede any
prior and contemporaneous understandings, agreements, or representations by or among the
parties, written or oral, to the extent they related in any way to the subject matter hereof, and (iii)
may not be amended orally, and no right or obligation of any party may be altered, except as
expressly set forth in a writing signed by such party.
11.6. Counterparts: This Agreement may be signed in several counterparts.
11.7. Expenses Each party shall bear its own expenses incurred with respect to the
preparation of this Agreement and the consummation of the transactions contemplated hereby.
11.8 Cooperative Purchases: This Agreement may be used by other government
agencies. Company has agreed to offer similar serves to other agencies under the same or similar
terms and conditions as stated herein except that the revenue share percentage (Compensation)
may be negotiated between the Company and other agencies based on the specific revenue
expectations, agency reimbursed costs, and other agency requirements. The Client/County/or
Client/Protection District will in no way whatsoever incur any liability in relation to specifications,
delivery, payment, or any other aspect of purchase by other agencies.
Agreement No. 7370
Signatures on following page:
Agreement No. 7370
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
COMPANY:
FIRE RECOVERY USA, LLC.
a California limited liability company
By:
/ 07 / 2025
Name: M. Craig Nagler
Title: CEO
CLIENT:
CITY OF EL SEGUNDO
ie,
BY ..... " _ �_...
Name: George Avery
Title: Fire Chief
ATTEST:
Susan Truax, City Clerk
APPROVED AS TO FORM:
Mark D. Hensley, City Attorney
David King, Assists nt ity Attorney
S
y
Risk4nagement
Doc ID: 26e9ab4a00b4689a4e06d9986c160cd5aa8d3e4d
Agreement No. 7370
SCHEDULE A
LIST OF COMPANY SERVICES
1. Company agrees to bill the responsible party on the Client's behalf for fire inspection and/or
permit services rendered by the Client and recorded and processed by Company. The inspection
and/or permit fees are listed in EXHIBIT A, but may change over time. Client will provide notice
to Company of changes to its fee schedule.
2. Company will provide, as a normal matter of business; processing and invoicing of inspections
and/or permits and submission to the responsible party for payment, receipts of monies deemed
due to the Client, payments of the agreed upon amounts of said monies to Client, and reporting of
progress via RecoveryHub.
3. Company agrees to bill to the best of its ability all inspections and/or permits provided to
Company by the Client.
4. Company agrees to remit to Client the full amount collected for each inspection less a processing
fee of Eighteen dollars and Ninety-five cents ($18.95) for each paid inspection. Company will
also collect Fifty Percent (50%) of any late fee assessed by the Client and paid by the inspection
client as compensation for Company's billing efforts.
5. If paid by credit card, a credit card fee of 3% will be passed along to the customer as a
"convenience fee".
6. Company agrees to pay the funds due to the Client for its inspections and/or permits on a
monthly basis, within seven (7) working days after the close and accounting of the monthly billing
cycle.
7. Company agrees to make reports available via RecoveryHub, a password protected website, for
the Client which will set forth the status of all inspections and/or permits and provide an
accounting of all payments and amounts due the Client under the terms of this Agreement.
8. Company will not be responsible for, nor accept any liability for. any erroneous, invalid, or illegal
inspections or permits performed by Client.
9. Parties acknowledge a critical component to the success of the billing effort is the acquisition by
the Client of the necessary contact information for the responsible party at each inspection and/or
permit location to whom the invoice will be sent. The Client agrees to obtain, for each business
location, the e-mail address and telephone number for the responsible party for payment. If the
Client does not maintain an 80% success rate for obtaining accurate contact information, the
Company reserves the right to charge a fifteen -dollar ($15) processing charge for attempting to
identify the responsible party, whether that effort is successful or not. If this fee is charged by the
Company the total fee for each month will be documented and subtracted from the monthly
payment set forth in 4, above.
10. Client will, to the extent it deems appropriate and necessary, expend the resources and take the
required actions to obtain payment for all invoices that remain unpaid after 60 days of the invoice
date and arrange for those payments to be forwarded to the Company for processing under the
terms of this Agreement.
Agreement No. 7370
EXHIBIT A
CLIENT INSPECTION FEE SCHEDULE
(See Following Pages)
Agreement No. 7370
EXHIBIT A
Referente Number
Title Fee Amount (SI
unit
FR-004
Fire Protection Testing
Test Fee 436.00
per system
A
Fire Preventlon/Operatloas bosPetn
Charge the ful iv allocated hourly rate for all pemannef
used plus any outside cost
EW007
Annual! Fire Permit
Permit Fee 131W
per permf't
FR-008
Sped@ I Event Permit
Permit Fee 333.00
per permit
FR-008A
Tent Permit
Permit Fee 270.00
per permit
FR-009 Alternate Means & Methods Review
FR-009A fire Prevention Modification Request
FR-0098 Fire Permit Extension
554.90 per application
or deposit with charges at
actual costs as determined by
staff
537.00 perapplication
or deposit with charges at
actual costs as determined by
staff
178.00 per application
FR-010 Fire Specialty System Reminder Program
23.00 per system
"2 Fire Winspectim
Charges at the fully allocated hourly rates For all personnel involved plus any
outside or contract costs.
FR-013 After -Hours Fire Inspection
Charges at the overtime rate (120% of fully allocated hourly rates) for all
personnel involved plus any outside or contract costs, with a 2 hour minimum)
FR-014 Hazardous Materials Insp. Program
Range 1
1,698.00
Range 11
1,926.00
Range III
2,200.00
Range IV
2,355.00
Range V
2,931.00
Master Fee 5diedule
FR-001 thr-gh Rt-M
.19-