1 AGREEMENT FOR PROJECT SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND VECTOR RESOURCES, INC.
THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement”) is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Vector Resources, Inc., a California corporation dba VectorUSA (“Contractor" or “Consultant”).
The parties hereby agree as follows:
A. Description of Project or Scope of Services. The project description or scope of services to be provided by Contractor, and any corresponding responsibilities of City or services required to be performed by City are set forth in Exhibit "A”.
B. Term and Time of Completion. Contractor shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".
C. Compensation. City agrees to pay Contractor for work performed in accordance with Exhibit "C”.
* * * * *
GENERAL PROVISIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Contractor shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.
3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Contractor shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials 2 shall be specific for the project herein and shall not be used by the City for any other project without Contractor's consent. Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the direction of Contractor for Contractor's own use; provided, however, that Contractor shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.
4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.
Inspections by the City shall not relieve or minimize the responsibility of Contractor to conduct any inspections Contractor has agreed to perform pursuant to the terms of this Agreement. Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Contractor hereunder.
5. Services. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C”, the City in its sole discretion may, upon notice to Contractor, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. City shall furnish Contractor, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Contractor's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Contractor.
6. Records. Contractor, including any of its subcontractors, shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Contractor, including any of its subcontractors, shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Contractor's completion of performance of this Agreement. Copies of all pertinent reports and correspondence shall be furnished to the City for its files.
7. Changes and Extra Work. All changes and/or extra work under this Agreement shall be performed and paid for in accordance with the following:
Only the City Council, City Manager, or the Department Head responsible for the administration of, or supervision of the scope of work under, this Agreement may 3 authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the written authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Agreement and constitutes extra work, Contractor shall promptly notify the City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A written amendment providing for such compensation for extra work shall be executed by Contractor and the City.
8. Additional Assistance. If this Agreement requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.
9. Professional Ability. Contractor acknowledges, represents and warrants that Contractor is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement.
Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession.
10. Business License. Contractor shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.
11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. In the event of any such termination, Contractor shall be compensated for: (1) all 4 authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Contractor for this Agreement prior to Contractor’s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
12. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of Contractor's breach of this Agreement.
13. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Contractor further acknowledges, represents and warrants that Contractor has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.
14. Indemnity. To the maximum extent permitted by law, Contractor hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”) from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Contractor’s performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its 5 failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Notwithstanding the foregoing, nothing in this Section 14 shall be construed to encompass Indemnitees’ active negligence to the limited extent that this Agreement is subject to Civil Code Section 2782(b). Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
15. Insurance. Contractor shall comply with the requirements set forth in Exhibit "D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.
16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
17. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nondiscrimination laws. a. Acknowledgement. Contractor acknowledges that eight (8) hours labor constitutes a legal day’s work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one calendar week. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay. For every subcontractor who will perform work on the project, Contractor shall be 6 responsible for such subcontractor’s compliance with Labor Code Sections 1810, 1813 and 1815, and Contractor shall include in the written contract between it and each subcontractor copies of Labor Code Sections 1810, 1813 and 1815 and a requirement that each subcontractor shall comply with these aforementioned sections. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor comply with Labor Code Sections 1810, 1813 and 1815, Contractor shall diligently take corrective action to halt or rectify the failure.
b. Prevailing Wages. City and Contractor acknowledge that this project is a public work to which prevailing wages apply. Contractor shall comply with the Agreement to Comply with California Labor Law Requirements set forth in Exhibit “E”, which is attached hereto and incorporated by reference.
18. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the services which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Contractor, Contractor shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor to assign any or all of its rights under this Agreement without first obtaining the City’s prior written consent shall constitute a material default under this Agreement.
The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Contractor or twenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.
Further, the involvement of Contractor or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Contractor’s assets occurs, which reduces Contractor’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.
19. Subcontractors. Contractor shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Contractor shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.
7 20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the exhibits to this Agreement.
21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Contractor.
23. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.
24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Contractor, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.
25. Time of Essence. Time is of the essence of this Agreement.
26. Confidentiality. To the extent permissible under law, Contractor shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."
28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
29. Attorneys’ Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs.
This provision shall survive the termination of this Agreement. 8 30. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.
31. Interpretation. Contractor acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.
32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
Contractor shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.
33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.
34. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Contractor.
35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
SIGNATURES FOLLOW ON NEXT PAGE
9 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 4th day of April, 2023.
CITY OF REDONDO BEACH, VECTOR RESOURCES, INC.,
a chartered municipal corporation a California corporation dba VectorUSA _____________________________ By: _________________________ William C. Brand, Mayor Name:_________________________
Title: _________________________
ATTEST: APPROVED:
_____________________________ _______________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
_____________________________
Michael W. Webb, City Attorney
10 EXHIBIT “A”
SCOPE OF SERVICES
I. DEFINITIONS
A. Preventative Maintenance Service: The following are tasks that can be performed during a Preventative Maintenance Service call:
B. Break Fix Service: Service provided in response to equipment or system failure.
C. General Maintenance: Dust and/or vacuum the area of concern from foreign objects, wipe down and clean area of concern (including screen fabric), check surrounding heat, power cycle devices, air flow, review error messages on available devices, check and test end-uses connection cables, verify end-user interface controls and system functionality. Note any additional concerns and recommended upgrades or services.
D. Mechanical Maintenance: Dust and/or vacuum the area of concern, test and review all motorized surveillance equipment, inspect mechanical movement, lubricate any all devices (if necessary), power cycle device, review belts, cables and motors related to operation of system functionality. Note any additional concerns.
E. VMS Maintenance: Wipe down and clean workstation to access the VMS, check current software version, update to newest software version, check system storage, set any new configurations that are required by the end user. Note any additional concerns.
F. Server/Workstation Maintenance: Wipe down and clean area of concern, check current storage size, run output report on cameras linked to the server, confirm recording requirements with end user to understand storage needs. Note any additional concerns.
G. Camera Maintenance: Wipe down and clean camera cover and case, clean camera lens, adjust/focus camera views.
H. Proposal: A proposal is provided when there is an issue or concern with the system beyond the Preventative Maintenance contract. A Vector proposal will help the end-user make financial decisions based on age and quality of system, to determine if the repair is warranted or desired.
It will be at the Client’s discretion to proceed or not to proceed with a Vector proposal for any repair or replacement of equipment and the cost of services and parts outside Manufacturer Warranty.
11 II. CONTRACTOR’S DUTIES
Contractor shall provide the services described herein for all City Premise Equipment (“Equipment”), including but not limited to, personnel services required to respond appropriately to City incidents and issues, and requests for additional professional services and materials.
A. Camera Configuration and Focusing
Contractor shall:
1. Aim and configure fifty-six (56) existing cameras at the City Transit Center.
2. Use a boom lift access for most of the cameras that are pole-mounted.
3. Configure the cameras on the client's existing Qognify VMS with existing licenses.
4. No work to install any new materials is included.
5. All labor is subject to State of California prevailing wages and will be performed during normal business hours, Monday through Friday.
B. Preventative Maintenance Transit Center
Contractor shall:
1. Provide a (3)-year preventative maintenance services agreement for the City Transit Center surveillance equipment.
2. Ensure that the existing functionality of the specified physical security equipment remains in proper working condition and is maintained.
The described preventative maintenance and services shall be provided for the specified surveillance related components for the sites listed below (please note that no other areas or sites will be serviced beyond the list provided):
Redondo Beach Transit Center (1521 Kingsdale Ave, Redondo Beach, CA 90278)
3. Provide services for the physical security components that are part of the systems/sites above. This Tier 2 service shall include cleaning fifty-six (56) cameras and work on the backend servers/software to update camera firmware, check/review configurations on the video management software (VMS), and report on server health and storage space.
4. Provide services for the physical security components that are part of the systems/sites above. This service shall include labor for troubleshooting over the phone and/or onsite, yet does not include 12 parts, shipping or other services required for repair, which will either be covered by remaining manufacturer warranties or will be billed at the hourly rate described in Exhibit “C”.
5. Provide the required fifty-six (56) Qognify Ocularis SMA renewal licensing for the City. Using this contract, purchase the SMA renewal during Year 2 and Year 3 and add to the existing City account to keep the Ocularis software current and up to date. The licenses for the first year have been purchased by the City. If the City requests any additional services not outlined in this contract, it will be treated as a higher tier of service at the higher cost if it is covered, or a separate cost proposal not tied to this contract.
C. Assumptions
Contractor makes the following assumptions:
1. The cameras on poles will require a lift to reach. The rest of the cameras will require a ladder to maintain on the buildings.
2. Additional licenses will be purchased as part of a separate project.
D. Other Services
1. Preventative Physical Security Maintenance and Services Support This is not an Extended Warranty contract for the existing or new physical security equipment. The following is a list of Contractor’s executable Preventative Maintenance and Services included in this Agreement. Contractor shall:
a. Provide telephone dispatch support between 8am-5pm, PST, M-F. i. Response time – within 24 hours, excluding weekends and holidays, of contact with VectorUSA Service Center.
ii. Dispatch information is as follows:
a. (877) 569-8800
b. [email protected]
b. Provide an on-site service call when dispatched. On-Site response – within 48 to 96 hours, excluding weekends and holidays, of contact with VectorUSA Service Center.
c. Provide One (1) Annual scheduled Preventative Maintenance Service for the duration of service contract for each site noted above, which shall include the Tier 2 Preventative Maintenance Service, defined above for each site/location.
d. Provide proposals for parts, repair and/or replacement for non- 13 manufacturer warranties and end-user replaceable items for all physical security system components within 48hrs (weekends not included).
e. Confirm and execute manufacturer repairs covered through the Manufacturer Warranty, only with client’s knowledge and approval. These repairs shall be completed per manufacturer warranty timelines and procedures.
f. Repair and/or replace faulty non-custom connectors and cabling caused by normal wear and use. All custom order or non-standard connections shall be repaired upon approval of provided proposals.
g. Provide Service Reports for all services performed.
h. Hourly rates discounted for additional Engineering and Technical Services that may be required and shall be quoted in blocks of 4 hours.
i. All maintenance services to be performed on the same day or consecutive days.
j. All delays due to City’s requests, schedule or access during service or maintenance visits shall be billed on an hourly basis or charged as service hours against allocated hours.
2. Access: Contractor shall not prevent City from accessing any Equipment owned by the City.
3. Workdays/Overtime: Contractor shall perform all work during its standard business hours of 7am - 5pm, Monday to Friday, or as provided in this Agreement. If changes to the stated work hours are required due to conditions outside of Contractor’s control and it results in additional cost, those costs will be billed at the hourly rate in Exhibit “C’.
4. Schedule: Contractor shall implement this project in a continuous fashion. However, both parties may implement a baselined schedule upon subsequent agreement. If delays or changes are introduced that are outside of Contractor’s control, and those changes result in additional cost those costs will be billed at the hourly rate schedule provided in Exhibit “C”.
5. Warranty: Notwithstanding Section 32 of the Agreement, Contractor provides, for all work completed under this contract the Vector USA 14 warranty. This warranty coverers all workmanship for a period of one year unless specifically extended in writing as part of this Agreement.
While this Agreement extends the manufacturer’s warranty for all items installed that warranty does not include labor required to replace, return, remove, install, or configure those items. If a product or item requires replacement under the manufacturer’s warranty, Contractor will provide the labor to replace that item on a time and material basis. Materials covered under that warranty will be provided under the warranty, if any additional supporting materials are required that are not covered, they would be billed.
Contractor recommends that City retain original packaging as RMA’s typically require the product to be returned in the original packaging.
This warranty does not include any damages or cost related to unforeseen environmental events including but not limited to fire, water, rodents, construction, abuse, or misuse. Contractor may address and repair issues of this nature through a service request at an additional cost. If Contractor responds to a warranty request and upon arriving on site or at any time during that warranty call determines that the issue is related to an uncovered event or condition work will stop and the City shall be notified. If the City authorizes the repairs the warranty call will be converted to a service call and billed accordingly.
6. Limited Warranty: Contractor warrants to the City that the material, analysis, data, programs and SERVICES to be delivered or rendered hereunder will be of the kind and quality designated and will be performed by qualified personnel. Contractor makes no other warranties, whether written, oral, or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
7. Excusable Delays: VectorUSA shall not be liable for any failure or delay in furnishing maintenance or spare parts hereunder resulting from fire, explosion, flood, storm, Act of God, governmental acts, orders or regulations, hostilities, civil disturbances, strikes, labor difficulties, difficulty in obtaining parts, supplies, or shipping facilities, inability to obtain or delays in obtaining suitable material or facilities required for performance, temporary unavailability of qualified personnel, failure by Customer to provide full and appropriate access to the covered Equipment, failure of monitoring hardware or software, Customer Internet connection failure, or other causes beyond Contractor’s reasonable control.
8. Exclusions: This Agreement does not include the repair or 15 replacement of any hardware product, or any software licensing except software installed and used exclusively by contractor to provide monitoring and reporting services. Charges for the above will be on a Time and Materials basis. The City is advised to maintain hardware warranties on covered equipment at their own discretion and expense.
9. Software and Operating System Errors: This Agreement is limited to services specifically defined in this Agreement. It is the responsibility of the City to ensure that all of its files are adequately backed up and that all necessary materials are available, including manufacturer recovery media for software and other software to be reloaded. In no way is Contractor liable for defects or “bugs” in software, or for correcting errors introduced into the data, programs, or any other software due to hardware failure, or for any cost of reconstructing software or lost data. Any technical support required to restore data integrity or to make the system function, such as, but not limited to, rebuilding corrupted records, examining files, re-installation of O / S or Software, or re-indexing databases, will be billed separately on a Time and Materials basis.
10.Non-Compete: Neither Contractor nor City shall directly or indirectly, solicit, recruit or hire any City or Contractor personnel, whether or not such personnel performed work for the City, during the term of this Agreement and for a period of one (1) year after the termination of this Agreement. The provisions of this Section shall survive the termination or expiration of this Agreement.
III. CITY’S DUTIES
City will:
A. Require the City following to be taken care of by the city while on the preventative maintenance visit or other project: (1) Access to the camera, pathway, and endpoint, (2) access to all MDFs, IDFs, server rooms, etc. (3) IT support availability.
B. Delays: The City must provide five (5) working days advance notice of any delays that will impact this project. If proper notice is not provided VectorUSA reserves the right to issue a work stoppage change order.
Additionally, idle time incurred due to the absence of required escorts, clearance, permits, inability to enter the workplace, delays by other trades or other factors beyond Contractor’s control will be addressed in the form of a written change order.
C. City is responsible to assure all software used by the City is appropriately licensed.
16 D. Access: Maintain, where required, a full time, dedicated Internet connection and to allow Contractor access to the City’s network via that Internet connection. Allow Contractor’s employees or subcontractors access to its facilities in order to perform services under this Agreement. Allow Contractor access to the covered Equipment.
Allow Contractor to load any necessary management software on their systems and/or install a Contractor-owned device on the City network as required. Furnish the Contractor with Administrator-level access for covered Equipment and servers.
If persons other than Contractor’s representatives perform maintenance, or repair the Equipment, and as a result further repair by Contractor is required to restore the Equipment to good operating condition, such repair will be made at rates for additional onsite service established in this Agreement. 17 EXHIBIT “B”
TERM AND TIME OF COMPLETION
TERM: The term of this Agreement shall commence April 5, 2023 and expire April 4, 2026 (“Term”), unless otherwise terminated as herein provided. 18 EXHIBIT “C”
COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.
I. AMOUNT. Contractor shall be paid in accordance with the attached schedule. A summary is set forth below.
Description Amount
Material Total 12,130.33
Labor Total 35,886.09
Tax Total 212.59
Proposal Total 48,229.01
A. Taxes: The pricing in this Agreement is exclusive of federal, state or local tax, other than a tax on net income now or hereafter in effect or become applicable to any payment due under this Agreement, or to the City’s equipment.
B. Additional Expenses: In the event Contractor incurs out-of-pocket costs through no fault of its own, Contractor will be reimbursed for expenses, including but not limited to the following.
1. Shipping expenses related to unusual site handling fees (e.g., extra distance, no loading dock, extra stairs, extra demurrage charges).
2. Storage or special handling expenses incurred if an installation site is not able to accept delivery as scheduled.
3. Expenses incurred by Contractor to resolve network compatibility issues caused by a City’s election to substitute non Contractor provided equipment or services.
4. Expenses incurred by Contractor for additional installation time and/or materials caused by a site not being prepared described herein.
Contractor shall promptly notify the client in writing of such charges.
Notification will be provided prior to the incurrence of such charges.
Provided the incurrence of such charges is not due to Contractor’s fault or negligence, Contractor will be entitled to an equitable adjustment in the prices herein, the delivery schedule, or both, to reflect such charges 19 and any related delay.
5. Any additional work at the request of the City.
C. Additional Work: In the event the City requests additional work (including, but not limited to preexisting defects of City materials and equipment), City shall be billed at the following rates. In cases where multiple resource types are being requested and/or dispatched on a single workorder, the minimum charge will be $250.00.
Resource Type
Minimum
Charge Time &
Material (Per
Workorder)
Standard
Rate
Overtime Rate
Physical Security Engineer $ 280.00 $ 140.00 $ 210.00
Physical Security Technician $ 210.00 $ 105.00 $ 157.50 Solutions Architect, Physical Security $ 500.00 $ 250.00 $ 375.00
1. Time shall begin when the team is dispatched and include time onsite up to the minimum charge which is equal to (4) hours at the standard rate.
Additional time onsite shall be billed in 15-minute increments for all remaining labor.
2. All Time and Material workorders are scheduled based on best effort. No service level agreements (SLA) are implied or guaranteed. Generally, acknowledgement is provided within (1-2) business days, scheduling will depend on the resource availability and the nature of the request.
3. Work shall be quoted based upon the scope provided to Contractor and quoted in a fixed price proposal to the City.
4. A new workorder and job number shall be created for each request and minimum charges apply based on the established rate schedule.
5. In no event, shall the total compensation paid to Contractor for additional work exceed $45,000 during the term of this Agreement.
D. Annual Increases: Contractor reserves the right to re-assess labor rates and material markup on an annual basis. Rates and markups will be guaranteed for one year from the date of this Agreement and may be re-assessed and adjusted on an annual basis for multi-year agreements.
Any adjustment to the rates and/or material markups shall require an amendment executed by both parties.
20 E. Sales Tax: If Sales tax is applicable, it shall be calculated and billed based on the effective tax rates at the date of invoice.
II. METHOD OF PAYMENT. Contractor shall submit two hard copies of the invoice.
Invoices must provide dates of service, description of services performed, equipment and materials purchased, quantity purchased, applicable hourly rate, hours worked, and amounts for the work performed (prorated if applicable) during the prior month. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Contractor may be required to provide back-up material upon request.
III. SCHEDULE FOR PAYMENT. City agrees to pay Contractor within thirty (30) days after completion of the services, provided however, that the work has been completed to the City’s full satisfaction.
IV. NOTICES. Written notices to City and Contractor shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
Contractor: Vector Resources, Inc dba VectorUSA
20917 Higgins Court
Torrance CA 90501
Attention: Robert Messinger, Executive Vice President
City: City of Redondo Beach
Community Services Department, Transit Division
1922 Artesia Blvd.
Redondo Beach, CA 90278
Attention: Joyce Rooney, Transit Manager
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.
21 22
EXHIBIT “D”
INSURANCE REQUIREMENTS FOR CONTRACTORS
Without limiting Contractor’s indemnification obligations under this Agreement, Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
Workers’ Compensation insurance as required by the State of California.
Employer’s Liability Insurance.
Minimum Limits of Insurance
Contractor shall maintain limits no less than:
General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
23 Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance, or as a separate owner’s policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor.
For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.
The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Contractor’s part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
24 Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
Subcontractors
Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Contractor acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.
25 EXHIBIT "E"
AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. Contractor acknowledges that the project as defined in this Agreement between Contractor and the City, to which this Agreement to Comply with California Labor Law Requirements is attached and incorporated by reference, is a “public work” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”), and that this Agreement is subject to (a) Chapter 1, including without limitation Labor Code Section 1771 and (b) the rules and regulations established by the Director of Industrial Relations (“DIR”) implementing such statutes. Contractor shall perform all work on the project as a public work. Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.
2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.
3. Pursuant to Labor Code Section 1771.4, Contractor shall post job site notices, as prescribed by regulation.
4. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.
5. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit the maximum amount allowable by law for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.
6. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the City of the location of the records.
7. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq. concerning the employment of apprentices on public works projects.
Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. 26 8. Contractor acknowledges that eight (8) hours labor constitutes a legal day’s work. Contractor shall comply with and be bound by Labor Code Section 1810.
Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 and 1/2 times the basic rate of pay.
9. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
10. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.
Contractor shall diligently take corrective action to halt or rectify any failure.
11. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor’s expense with counsel acceptable to the City) the City, its officials, officers, employees, agents, independent contractors, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Contractor under this Section shall survive termination of the Agreement.