Cities Index.
Agreement

Riverside City Council
March 28, 2023

Document
Agreement
Meeting
March 28, 2023
Body
Riverside City Council
Original file
10.6 MB
Text extracted from the city's file for reading and search. Open the original on riversideca.legistar1.com. That file is the official record.

PROFESSIONAL CONSULTANT SERVICES AGREEMENT
ELECTRONIC DESIGN SOLUTIONS, INC.

Fire Protection Maintenance at Riverside Energy Resource Center THIS PROFESSIONAL CONSULTANT SERVICES AGREEMENT ("Agreement") is made and entered into this _ ("Effective Date"), by and between the CITY OF RIVERSIDE a California chator ciry and municipal corportion (Ci). and ELECTRONIC DESIGN SOLUTIONS, INC., a California corporation ("Consultant").

Scope of Services. City agrees to retain and does hereby retain Consultant and Consultant agrees to provide the services more particularly described in Exhibit "A," "Scope of Services" ("Services"), attached hereto and incorporated herein by reference, in conjunction with Fire Protection Maintenance at Riverside Energy Resource Center ("Project").

Term. This Agreement shall be in effect from May 1, 2023 through June 30, 2028, unless otherwise terminated pursuant to the provisions herein.

Compensation/Payment. Consultant shall perform the Services under this Agreement for the total sum not to exceed One Hundred Forty-Four Thousand Five Hundred Thirteen Dollars and Forty-seven cents ($144,513.47) payable in accordance with the terms set forth in Exhibit "B." Said payment shall be made in accordance with City's usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 4 hereof.

Notices. Any notices required to be given, hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified and postage prepaid, addressed to the party to be served as To City To Consultant
Public Utilities Department Electronic Design Solutions, Inc.

City of Riverside Attn: Jim Carroll
Attn: James Perez 41785 Elm Street, Suite 201
3900 Main Street Murrieta, CA 92562
Riverside, CA 92522

5. Prevailing Wage. If applicable, Consultant and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code and implemented by Resolution No. 13346 of the City Council of the City of Riverside.

The Director's determination is available on-line at
www.dir.ca.gov/dlsr/DPreWageDetermination.htm and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein.

6. Contract Administration. A designee of the City will be appointed in writing by the City Manager or Department Director to administer this Agreement on behalf of City and shall be referred to herein as Contract Administrator.

Standard of Performance. While performing the Services, Consultant shall exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Metropolitan Southern California Area, and shall use reasonable diligence and best judgment while exercising its professional skill and expertise.

Personnel. Consultant shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Consultant recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit "C" attached hereto and incorporated herein by this reference and assigned to perform portions of the Services shall remain assigned through completion of the Services, unless otherwise mutually agreed by the parties in writing, or caused by hardship or resignation in which case substitutes shall be subject to City approval.

Assignment and Subcontracting. Neither party shall assign any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Consultant acknowledges that any assignment may, at the City's sole discretion, require City Manager and/or City Council approval. Consultant shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 12. The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the

10. Independent Contractor. In the performance of this Agreement, Consultant, and Consultant's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Riverside. Consultant acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Consultant, or to Consultant's employees, subcontractors and agents. Consultant, as an independent contractor, shall be responsible for any and all taxes that apply to Consultant as an employer. 2 11. Indemnification.

11.1 Design Professional Defined. For purposes of this Agreement, "Design Professional" includes the following:

A. An individual licensed as an architect pursuant to Chapter 3 (commencing with Section 5500) of Division 3 of the Business and Professions Code, and a business entity offering architectural services in accordance with that chapter.

B. An individual licensed as a landscape architect pursuant to Chapter 3.5 (commencing with Section 5615) of Division 3 of the Business and Professions Code, and a business entity offering landscape architectural services in accordance with that chapter.

C. An individual registered as a professional engineer pursuant to Chapter 7 (commencing with Section 6700) of Division 3 of the Business and Professions Code, and a business entity offering professional engineering services in accordance with that chapter.

D. An individual licensed as a professional land surveyor pursuant to Chapter 15 (commencing with Section 8700) of Division 3 of the Business and Professions Code, and a business entity offering professional land surveying services in accordance with that chapter.

11.2 Defense Obligation For Design Professional Liability. Consultant agrees, at its cost and expense, to promptly defend the City, and the City's employees, officers, managers, agents and council members (collectively the "Parties to be Defended"') from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement. notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party. Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. Consultant will reimburse City for reasonable defense costs for claims arising out of Consultant's professional negligence based on the percentage of Consultant's liability. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.

11.3 Indemnity For Design Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law, Consultant shall indemnify, protect and hold harmless the City and the City's employees, officers, managers, agents, and Council Members ("Indemnified Parties") from and against any and all claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fines and penalties, 3 liabilities or losses of any kind or nature whatsoever to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party.

11.4 Defense Obligation For Other Than Design Professional Liability.

Consultant agrees, at its cost and expense, to promptly defend the City, and the City's employees, officers, managers, agents and council members (collectively the "Parties to be Defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings which arise out of, or relate to, or are in any way connected with: 1) the Services, work, activities, operations, or duties of the Consultant, or of anyone employed by or working under the Consultant, or 2) any breach of the Agreement by the Consultant. This duty to defend shall apply whether or not such claims, allegations, lawsuits or proceedings have merit or are meritless, or which involve claims or allegations that any or all of the Parties to be Defended were actively, passively, or concurrently negligent, or which otherwise assert that the Parties to be Defended are responsible, in whole or in part, for any loss, damage or injury.

Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.

11.5 Indemnity For Other Than Design Professional Liability. Except as to the sole negligence or willful misconduct of the City, Consultant agrees to indemnify, protect and hold harmless the Indemnified Parties from and against any claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fine and penalties, liabilities or losses of any kind or nature whatsoever whether actual, threatened or alleged, which arise out of, pertain to, or relate to, or are a consequence of, or are attributable to, or are in any manner connected with the performance of the Services, work, activities, operations or duties of the Consultant, or anyone employed by or working under the Consultant or for services rendered to Consultant in the performance of this Agreement, notwithstanding that the City may have benefited from its work or services. This indemnification provision shall apply to any acts, omissions, negligence, recklessness, or willful misconduct, whether active or passive, on the part of the Consultant or anyone employed or working under the Consultant.

12. Insurance.

12.1 General Provisions. Prior to the City's execution of this Agreement, Consultant shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the City's Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.

12.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Consultant's indemnification obligations under Section 11 hereof. 4 12.1.2 Ratings. Any insurance policy or coverage provided by Consultant or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VII or higher.

12.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days' prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid

12.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage as Consultant deems adequate, at Consultant's sole expense.

12.2 Workers' Compensation Insurance. By executing this Agreement, Consultant certifies that Consultant is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Consultant shall carry the insurance or provide for self-insurance required by California law to protect said Consultant from claims under the Workers' Compensation Act. Prior to City's execution of this Agreement, Consultant shall file with City either 1) a certificate of insurance showing that such insurance is in effect, or that Consultant is self-insured for such coverage, or 2) a certified statement that Consultant has no employees, and acknowledging that if Consultant does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten (10) days' prior written notice before modification or cancellation thereof.

12.3 Commercial General Liability and Automobile Insurance. Prior to City's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Consultant against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Consultant.

The City, and its officers, employees and agents, shall be named as additional insureds under the Consultant's insurance policies.

12.3.1 Consultant's commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor's liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000.

12.3.2 Consultant's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Consultant's automobile and/or commercial general liability 5 insurance policies shall cover all vehicles used in connection with Consultant's performance of this Agreement, which vehicles shall include, but are not limited to, Consultant owned vehicles, Consultant leased vehicles, Consultant's employee vehicles, non-Consultant owned vehicles and hired vehicles.

12.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:

It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.

12.3.4 The insurance policy or policies shall also comply with the following provisions:
a. The policy shall be endorsed to waive any right of subrogation against the City and its sub-consultants, employees, officers and agents for services performed under this Agreement.
. If the policy is written on a claims made basis. the certificate should so specify and the policy must continue in force for on The retroactive date o
roar after completion of the services.
c. The policy shall specify that the insurance provided by Consultant will be considered primary and not contributory to any other insurance available to the City and Endorsement No. CG 20010413 shall be provided to the City.

12.4 Errors and Omissions Insurance. Prior to City's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, errors and omissions professional liability insurance in the minimum amount of $1,000,000 to protect the City from claims resulting from the Consultant's activities.

12.5 Subcontractors' Insurance. Consultant shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss that may be caused by the subcontractors scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: Workers Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability. Upon City's request, Consultant shall provide City with satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this section. 6 13. Business Tax. Consultant understands that the Services performed under this Agreement constitutes doing business in the City of Riverside, and Consultant agrees that Consultant will register for and pay a business tax pursuant to Chapter 5.04 of the Riverside Municipal Code and keep such tax certificate current during the term of this Agreement.

14. Time of Essence. Time is of the essence for each and every provision of this Agreement.

15. City's Right to Employ Other Consultants. City reserves the right to employ other Consultants in connection with the Project. If the City is required to employ another consultant to complete Consultant's work, due to the failure of the Consultant to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Consultant.

16. Accounting Records. Consultant shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly identifiable.

Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

17. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant, except as otherwise directed by City's Contract Administrator. Nothing furnished to Consultant which is otherwise known to the Consultant or is generally known, or has become known, to the related industry shall be deemed confidential.

Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production, website, or other similar medium without the prior written consent of the City.

18. Ownership of Documents. All reports, maps, drawings and other contract deliverables prepared under this Agreement by Consultant shall be and remain the property of City.

Consultant shall not release to others information furnished by City without prior express written approval of City.

19. Copyrights. Consultant agrees that any work prepared for City which is eligible for copyright protection in the United States or elsewhere shall be a work made for hire. If any such work is deemed for any reason not to be a work made for hire, Consultant assigns all right, title and interest in the copyright in such work, and all extensions and renewals thereof, to City, and agrees to provide all assistance reasonably requested by City in the establishment, preservation and enforcement of its copyright in such work, such assistance to be provided at City's expense but without any additional compensation to Consultant. Consultant agrees to waive all moral rights relating to the work developed or produced, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications.
7 20. Conflict of Interest. Consultant, for itself and on behalf of the individuals listed in Exhibit "C," represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, in the Project affected by the above-described Services. Consultant further warrants that neither Consultant, nor the individuals listed in Exhibit "C" have any real property, business interests or income interests that will be affected by this project or, alternatively, that Consultant will file with the City an affidavit disclosing any such interest.

21. Solicitation. Consultant warrants that Consultant has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability and pay Consultant only for the value of work Consultant has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Consultant the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.

22. General Compliance With Laws. Consultant shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of services by Consultant pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained all necessary licenses to perform the Scope of Services and that such licenses are in good standing.

Consultant further represents and warrants that the services provided herein shall conform to all

23. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any such action or failure to act constitute approval of or acquiescence in any breach thereunder, except as may be specifically, provided in this Agreement or as may be otherwise agreed in writing.

24. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Consultant and City.

25. Termination. City, by notifying Consultant in writing, shall have the right to terminate any or all of Consultant's services and work covered by this Agreement at any time. In the event of such termination, Consultant may submit Consultant's final written statement of the amount of Consultant's services as of the date of such termination based upon the ratio that the work completed bears to the total work required to make the report complete, subject to the City's rights under Sections 15 and 26 hereof. In ascertaining the work actually rendered through the termination date, City shall consider completed work, work in progress and complete and incomplete reports and other documents only after delivered to City.

25.1 Other than as stated below, City shall give Consultant thirty (30) days' prior written notice prior to termination.
8 25.2 City may terminate this Agreement upon fifteen (15) days' written notice to Consultant, in the event:

25.2.1 Consultant substantially fails to perform or materially breaches the Agreement; or

25.2.2 City decides to abandon or postpone the Project.

26. Offsets. Consultant acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which Consultant owes or may owe to the City, City reserves the right to withhold and offset said amounts from payments or refunds or reimbursements owed by City to Consultant. Notice of such withholding and offset, shall promptly be given to Consultant by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to the City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.

27. Successors and Assigns. This Agreement shall be binding upon City and its successors and assigns, and upon Consultant and its permitted successors and assigns, and shall not be assigned by Consultant, either in whole or in part, except as otherwise provided in paragraph 9 of this Agreement.

28. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court, County of Riverside, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. In the event either party hereto shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition of this Agreement, it is mutually agreed that each party will bear their own attorney's fees and costs.

Nondiscrimination. During Consultant's performance of this Agreement, Consultant shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression, or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code.

Further, Consultant agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.

30. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, of this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, of this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect. 9 31. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions hereof and thereof.

32. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement.

33. Interpretation. City and Consultant acknowledge and agree that this Agreement is the product of mutual arms-length negotiations and accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement.

33.1 Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of the Agreement or any of its terms. Reference to section numbers, are to sections in the Agreement unless expressly stated otherwise.

33.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement.

33.3 In the event of a conflict between the body of this Agreement and Exhibit"A" - Scope of Services hereto, the terms contained in Exhibit "A" shall be controlling.

34. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference:

Exhibit "A" - Scope of Services
Exhibit "B" - Compensation
Exhibit "C" - Key Personnel
10 IN WITNESS WHEREOF, City and Consultant have caused this Agreement to be duly executed the day and year first above written.

CITY OF RIVERSIDE, a California ELECTRONIC DESIGN SOLUTIONS, INC. charter city and municipal corporation a California corporation By: _ By: (farnes auel
City Manager
James Carro/
[Printed Namel C EL)
[Title]
Attest:

City Clerk
Certified as to Availability of Funds:

Trai arnoll
Printed Name
for Chief Financial Officer orp. secretar
[Title]
Approved as to Form:

By:

Ruthann M. Salera
Deputy City Attorney
#22-2107RMS/as 12/21/22
IIRc-citylawlcycom\WPDOCS\D021\P037\00694009.DOC
11 EXHIBIT "A"

SCOPE OF SERVICES
b. Statement of understanding and approach
City of Riverside
RERC
12530 Payton Ave
Riverside Ca. 92501
Statement of understanding and Approach
EDS Inc. will provide Testing, Maintenance, Repairs, Reports per NFPA 72,25, All resting procedures are per NFPA 72, 25 Required resting ans maintenance for this Annual Fire Alarm Testing, Pre-Action for the Administration, Addressable fire alarm system for the PDC Building, Warehouse water flow Annual sprinkler, 5 year sprinkler, 20 year sprinkler laboratory test, quarterly water flow, quarterly main drain, smoke sensitivity, annual Hydrant, Central Station monitoring, semi annual battery test
All test results are stored electronically and available upon request by Authorized parties.

ELECTRONIC DESIGN SOLUTIONS
EDS 41785 Elm St. • Suite 201 • Murrieta, CA 92562
NIC DESIGN UTIONS Toll Free (888) 611-1741 • Local (951) 304-3879 • FAX (951) 304-0608 License C7, C10, C16, B #663899 ACO 6867 FCC GROL.
www.myedsinc.com
Exhibit "A"
Scope of services
• Electronic Design Solutions Inc. is a full-service company providing design, engineered drawings, installation, maintenance, testing and calibration, of the following:

Fire Alarm Testing (Conventional and Addressable)
Fire alarm service, repair and programing
Fire alarm Design (Drawings/Specifications)
Fire Sprinkler systems (Dry, Wet, Pre-Action.

Clean agent, Halon, FM 200 etc...)
Testing, maintenance repair
Fire Hydrant testing, repairs
Fire Pump testing and service
Annual, 5 Year, 20 year, 50 year inspections
EDS will perform Inspection, testing and maintenance per NFPA (National Fire Protection Association) requirments.
• Option to upgrade:

The two existing fire alarm control panels and part of the peripheral devices in the field that are obsolete. See quote 13741A
• Notes: Condition of the equipment to be reused is good.

Life expectancy of the fire alarm system after replacement is estimated at a minimum of ten (10 ears). The adequacy of the fire alarm system is still fully operational and is expected to remai hat way indefinitely. The environment is cool and dry in most areas. The life expectancy woul then be based upon when the parts will be obsolete. As manufactures continually create new updated products, they discontinue the old existing products. * YOUR TECHNOLOGY SOLUTIONS PROVIDER +
Reverside Energy Resource Center
Electronic Design Solitions Inc. 2023 thru 2028 Schedule 41785 Elm Street, Suite 201 Murrieta, CA 92562
Tel: (951) 278-3041 Fax: (951) 304-3250
Lic. 663899, C-7, C-10, C-16, B, ACO 4212
Title 19 Title 19 Title 19 Title 19 Title 19 Annual
BUILDING ADDRESS Title 24 Fire 5 Year FDC / Smoke / Fire Supervisory Waterflow, Main Drain Annual Fire
Alarm Testing Sprinkler Inspection & Damper Test
Devices Tamper Devices Testing Testing Hydrant Testing Sensitivity & Inspection
Inspection Cycle Quarterly Quarterly Quarterly Annual & Every 5 Years Every 2 Years Every 4 Years when control
Riverside Energy January 25th January 25th January 25th January 25th October 25th April 25th Resource Center April 25th April 25th April 25th April 25th 2026 2023, 2024, 2023,2024, March 15th April 25th 5901 Payton Avenue, July 25th July 25th July 25th July 25th 2025, 2026, 2027 2025, 2026, 2023, 2025, 2024, 2028 Riverside, CA. 92504 October 25th October 25th October 25th October 25th 2027 2027 Plectronic Design Solutions Ine.
41785 Elm St., Suite 201 Murrieta, CA 92562
Toll Free (888) 611-1741 Local (951)-304-3879
EDS Fax (951)304-0608 www.myedsinc.com
License C7, C10, C16, B #663899 ACO 6867
www.myedsinc.com
Quote#13741A
4/15/2022
RERC
5901 PEYTON AVE.

RIVERSIDE CA. 92524
Dear James Mysliwiec,
Option to upgrade:

Project: The two existing fire alarm control panels and part of the peripheral devices in the field are obsolete.

Scope: "Part for Part replacement" - Remove obsolete equipment and replace with new.

Remove the two existing Fire control panels at he Admin and PDC buildings. Remove existing smoke detectors, heat detectors, pull stations, addressable relays and input modules and replace them with new.

Existing Signal booster, fiber optic transceivers, power supplies, audible and visual devices will remain and be reused. Set up the network between the two fire alarm control panels, Program, perform a 100% test and train.

Provide extra Spare devices
8 Smoke detectors
1 Heat Detector
EDS Inc. warrantees all new equipment we supply and install to be free of manufactures defects and workmanship for a period of one year from date of first beneficial use. $13,518.40
$1,182.86
$21,500.21
$36,201.47
Above project installed as described for a total cost of $36,201.47 including tax and labor.

Prevailing wage noted
Quote good till: May 1st 2023
Thank you for considering Electronic Design Solutions, Inc. for this project.

Please feel free to give us a call if you have any questions.

Wayne Trouten
General Manager
I' HOCHIKI FireNET Pus®
FireNET Plus® - DIGITAL ANALOG ADDRESSABLE FIRE ALARM CONTROL PANEL

STANDARD FEATURES
• SiC loopsdad wire, no-shielded or twisted pair required on • Programmable sensitivity levels by device
• Alarm verification feature
SIGNETA Fin • Automatic daily calibration & drift compensation routine • Large 8-line x 40-character LCD (320 char.)
DESCRIPTION • 1 SLC (2"d SLC optional)
The FireNET Plus® 1127 series control panel is a • RS-485 bus for panel networking (option) digital analog addressable fire alarm panel with build • Built-in RS-232 interface for programming via a PC options containing 1 or 2 SLC loops, a Digital Alarm
Communicator/Transmitter (DACT), and an RS-485 • 300board programmable Form G relays rated at 1 amp at for network communication. Each SLC loop
supports 127 devices of any combination (sensors or • 2 auxiliary power outputs, each rated 360mA at 24 VDC modules), and 127 digital analog sounder bases, for a • Loop Explorer Windows® configuration utility possible total of 254 points per loop. Communication
• Auto-learn feature
between devices is accomplished by use of standard
cable (shielded or twisted pair is not required). Each • 500 network wide software zones 4-amp power supply and has 2 • Network capability of up to 64 panels (option) onboard NAC circuits. The RS-485 bus provides
communication to the panel network while another • Built in help and alarm information screens communi-cation peripheral • 2 on-board Class B (style Y) NAC circuits rated at 2.3 amp devices. The RS-232 interface allows the convenience ach (special application) and 1.6 amps eac (regulated continuous)
of programming via a PC.

Gentex, System Sensor, Wheelock, and Amseco NAC syl
The system will support a variety of Hochiki devices otocol built- such as photo, ion and heat sensors, which contain a • Automatic day/night sensitivity modes unique, patented sensor design incorporating automatic
drift compensation and day/night sensitivity modes. • Fire Drill test function Additional devices include contact monitors, relay con- • Walk test function trollers, supervised auxiliary output and short circuit • Powerful & versatile Cause & Effect wizard including:
isolator modules. In addition, interfaces to conventional detection systems can be established by using a con- • Cause & Effect action ventional zone-monitoring module. • Disable function configuration The Loop Explorer Windows® Software interface pro- • Test mode configuration vides the installer with fingertip access to installation • Seismic certified programming and diagnostic tools. An Auto Learn fea-
ture offers the convenience for quick start applications. PRODUCT LISTINGS Add to this Hochiki's reputation for high quality and
dedicated service, and you have an exceptional product SIGNALING UL 864, Local Signaling Unit. "Types: Automatic, manual, California State
with performance and value. waterflow, sprinkler supervisory. Fire Marshal Remote Station and Central APPROVED 7165-0410:180
LISTEN Station Service (DACT) 3038713
Non-coded signaling.

S6468
Specifications subject to change without notice. NFPA 70, 72&13 Compliant Hochiki America Corporation Find latest revision at www.hochiki.com 7051 Village Drive, Suite 100, Buena Park, CA 90621-2268 Phone: 714-522-2246 Fax: 714-522-2268 ISO
9001:2015
Technical Support: 800-845-6692 or [email protected] CERTIFIEI F0087 02/2018 I' HOCHIKI FireNET Plus®
FireNET Plus® - DIGITAL ANALOG ADDRESSABLE FIRE ALARM CONTROL PANEL

SPECIFICATIONS
Primary AC [email protected] Amps 50/60hz or 220VAC @ 1.1Amps 50/60hz Output DC 24VDC @ 5.25 Amps
Power Supply 4 Amp integrated
Charger Current 1.25 Amps max.

Dimensions 14.5" W x 19" H x 3.5" D
Weight 20 Ibs. (without batteries)
Color Red (optional gray)
Material ABS/steel enclosure
Display 8 line x 40 character LCD (320 character total) Network Dual RS485 ports (64 panels max.)
Zones 500 network wide software zones per system
SLC loops 1 or 2 (class A, "style 6 or 7" or class B, "style 4") Devices per loop 127 sensors & modules, plus 127 digital analog sounder bases, 254 total Addresses per panel 800 addresses + sub-addresses max. per panel NAC Outputs (2) class B, 2.3 Amps (special application)

1.6 Amps Regulated (continuous)
Relay Outputs (3) Form C 1 Amp @ 30VDC
Aux. Power 2 outputs, 360mA @ 24VDC each
PC Port / Printer RS232
DACT Formats Contact ID and SIA

SLC COMPATIBLE DEVICES & SYSTEM ACCESSORIES

MODEL DESCRIPTION

CONTROL PANEL EXPANDERS
FNP-1127-SLC SLC One Loop Expansion Card
FN-4127-NIC Network Interface Card
FN-4127-10 16 Channel Input/Output Board

ANNUNCIATOR
EN-LCD-S Serial LCD Annunciator
FNP-LED Graphix Display

SLC LOOP DEVICES
ALG-V, ALK-V, ALN-V Digital Analog Addressable Photoelectric Sensor AIE-EA Digital Analog Addressable lonization Sensor
ATG-EA, ATJ-EA Digital Analog Addressable Heat Sensor
ACA-V, ACC-V, ACD-V Multi-criteria Sensor
NSA-4 & NSA-6 Four Inch Sensor Base and Six Inch Sensor Base SCI-B4 & SCI-B6 Four Inch Short Circuit Isolator Digital Analog Sensor Base & Six Inch Circuit Isolator Digital Analog Sensor Base
ASB Digital Analog Sounder Base
ASBL Digital Analog Low Frequency Sounder Base
DH-98A, DH-98AR Digital Analog Addressable Duct Detector Unit DH-99A, DH-99AR (DH-98AR and DH-99AR have relays built-in) MS-RA, MS-RA/R, MS-KA/R Remote Test Station for DH-98AR & DH-99AR DCP-FRCME-M Contact Monitoring Module (mini w/terminal blocks) DCP-FRCME-P Contact Monitoring Module (mini w/pigtail leads) DCP-FRCME-4 Contact Monitoring Module (with faceplate/indicating LED) DCP-FROMA, DCP-FROMA-I Class A Contact Monitoring Module (FRCMA-I has built-in SCI) DCP-DIMM Dual Input Monitor Module (with faceplate/indicating LED) DCP-CZM Conventional Zone Module
DCP-R2M Dual Relay Module
DCP-R2ML/H Series Dual Relay Module (R2ML-I & R2MH-I has built-in SCI) DCP-SOM Supervised Output Module
DCP-SOM-A, DCP-SOM-AI Class A Supervised Output Module (SOM-AI has built-in SCI) DCP-SOM-R Supervised Output Module for Releasing Pre-action System DCP-SCI Short Circuit Isolator Module
DCP-AMS Series Addressable Manual Pull Station

ACCESSORIES
TCH-B100 Hand Held Programmer (portable device addresser) FN-ACC Battery/Accessory Enclosure (houses up to 33AH size batteries) FNP-ETR Enclosure Trim Ring for panel flush mount
Hochiki America Corporation FireNET DIGITAL ANALOG ADDRESSABLE FIRE ALARM CONTROL PANEL Specifications subject to change without notice.

EXHIBIT "B"

COMPENSATION
Inspection, testing &
Maintenance Year 1 Year 2 Year 3 Year 4 Year 5
Admin, Warehouse, PDC Unit price
Quarterly Fire Alarm
Test $ 958 $ 3,832.00 $ 3,832.00 $ 3,832.00 3,832.00 $ 3,832.00 Smoke Sensitivity (every
two years) $ 2,755 $ 0.00 $ 2,755 $ 0.00 $ 0.00
Annual Fire Hydrant Test $ 780.00 $ 780.00 $ 780.00 $ 780.00 $ 780.00 Annual Sprinkler $ 750.00 $ 750.00 $ 750.00 $ 750.00 $ 750.00 4yr Damper $ 195.00
5yr Sprinkler $ 1,755.00
As-needed Repairs $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 15,000 Upgrade Credit $ -958
Annual Total $ 22,159 $ 20,362 $ 23,117 $ 20,557 $ : 22,117 Five Year Total $ 108,312
Obsolete fire Alarm Panel and Peripheral Devices Option Firenet $13,518.40
Labor $21,500.21
Tax $1,182.86
Total $36,201.47
Prevailing wage noted
Installation time 12 hours, (EDS will provide the "Fire Watch" during down time) Grand Total Project Cost $144,513.47
NFPA 72 7-3.2.1 states: "Detector sensitivity shall be checked within 1 year after installation and every alternate year thereafter

ELECTRONIC DESIGN SOLUTIONS
DS 41785 Elm St. Suite 201 Murrieta Ca. 92562
Toll Free (888) 611-1741 • Local (951) 304-3879 • FAX (951) 304-0608 License C7, C1O, C16, B #663899 ACO 6867 FCC GROL
www.myedsinc.com
April 14t 2022
Exhibit "C"

SERVICE LABOR RATES
EDS, Inc. shall provide service at the following rates:

Normal Routine Service: $160.00 dollars per hour per man for each consecutive hour billed on the quarter hour
8:00am to 5:00pm Monday through Friday.

Programming Service: $160.00 dollars per hour per man for each consecutive hour billed on the quarter hour
8:00am to 5:00pm Monday through Friday.

Travel: Billable at the above rates one way.

After Hours Service: Includes weekends and holidays at $250.00 dollars per hour per man billed on the quarter
hour with travel paid both ways.

Parts: All parts used in routine maintenance @ EDS
prevailing pricing (Manufactures list price).

As needed repairs: $15,000.00 for As needed Repairs per year EDS will provide a proposal for any as needed
repairs and will not perform any work until it is
approved by the Plant Manager. Only actual work
will be billed against the $15,000 limit.

Note: Labor rates confirmed fixed until December 31$ 2028 + BECAUSE LIVES AREN'T FIRE PROOF+
EXHIBIT "C"

KEY PERSONNEL
d. Company Personel
KEY PERSONEL: Jim Carroll, CEO, ext13
Wayne Trouten, General Manager, ext 12
Manual Abasta, Installation / Service Manager, ext 15
Ashley Carroll, Project Coordinator, ext 14
Traci Carroll Corporate Secretary, ext 11

← All documents from this meeting