CITY OF SIGNAL HILL
AGREEMENT FOR GENERAL SERVICES
PARTIES AND DATE
This Agreement for Access Control System Services (“Agreement”) dated this 14th day of November, 2023 by and between the City of Signal Hill, a municipal corporation organized under the laws of the State of California with its principal place of business at 2175 Cherry Avenue Signal Hill, CA 90755 (“City”) and MVP Security Systems, a California Corporation with its principal place of business at 431 W. Lambert Rd, Suite 306, Brea, California 92821 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
Contractor.
Contractor desires to perform and assume responsibility for the provision of certain access control system updates services required by City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing access control system upgrade services to public clients, is licensed in the State of California, and is familiar with the plans of City.
Project.
City desires to engage Contractor to render such services for the Access Control System (Project No. 90.21001) project (“Project”) as set forth in this Agreement.
Incorporation of Documents.
If applicable, this Agreement includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto: Notice Inviting Proposals, Request for Proposals, and Contractor’s Proposal.
TERMS
Scope of Services and Term.
General Scope of Services. Contractor promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services and advice on various issues affecting the decisions of City regarding the Project and on other programs and matters affecting City (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
Time of Performance.
Contractor shall perform its services in a prompt and timely manner and shall commence performance upon the effective date established in City’s notice to proceed. Contractor shall complete the services required hereunder within six months from the date issued in the notice to proceed.
Responsibilities of Contractor.
Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee of City. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees or agents, except as set forth in this Agreement. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
Schedule of Services/Time for Performance.
Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the skilled personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
Neither City nor Contractor shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Contractor to any additional compensation. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.
Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence and experience upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to City, or who are determined by City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by Contractor at the request of City. The key personnel for performance of this Agreement are as follows: Daniel Islas, CEO City's Representative. City hereby designates the Public Works Director, Contracts Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City's Representative”). City's Representative shall have the power to act on behalf of City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than City's Representative or his or her designee.
Contractor's Representative. Contractor hereby designates Danie Islas, CEO, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor's Representative”). Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Agreement. Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, contractors and other staff at all reasonable times.
Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by contractors in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from City, any services necessary to correct errors or omissions which are caused by Contractor's failure to comply with the standard of care provided for herein, and shall be fully responsible to City for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Contractor’s errors and omissions.. Any employee of Contractor or its subcontractors who is determined by City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to City, shall be promptly removed from the Project by Contractor and shall not be reemployed to perform any of the Services or to work on the Project.
Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
Labor
Prevailing Wage. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
Compliance Monitoring. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
Acknowledgment of Employment Relationship. Contractor shall provide each of its employees who it assigns to provide the Services with a copy of the “ACKNOWLEDGMENT OF EMPLOYMENT RELATIONSHIP” attached hereto as Exhibit D (“Acknowledgment”). Each employee who provides the Services must execute the Acknowledgment before Contractor may permit the employee to provide Services for City. Contractor shall provide a copy of each executed Acknowledgment to City upon City’s request.
Labor Code Compliance; Audit Rights. City shall have the right to audit Contractor’s compliance with this Agreement and California Labor laws with respect to Contractor’s personnel, including, but not limited to, Contractor’s compliance with Sections 3.2.1, 3.2.10, and 3.6. Upon City’s request, Contractor shall provide within five (5) business days documents sufficient to demonstrate its compliance with this Agreement including, but not limited to, W4s, itemized wage statements, employee handbooks, and time cards for any of Contractor’s personnel who provide the Services.
Insurance.
Time for Compliance. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to City that the subcontractor has secured all insurance required under this section.
Types of Required Coverages. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, Contractor in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance.
Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as the latest version of the Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims; or (4) cross liability exclusion for claims or suits by one insured against another.
Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as the latest version of Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident.
Workers' Compensation and Employer’s Liability: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
Endorsements.
The policy or policies of insurance required by Section 3.2.11(b) (i) Commercial General Liability and (ii) Automobile Liability Insurance and (iv) Contractor's Pollution Liability shall be endorsed to provide the following:
(1) Additional Insured: City, its officials, officers, employees and agents shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Endorsements shall be issued on a combination of ISO CG 20 10 and CG 20 37 or exact equivalents. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Contractor; or (4) contain any other exclusions contrary to the Agreement. (2) Primary Insurance and Non-Contributing Insurance: This insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees and agents shall not contribute with this primary insurance. (3) Severability: In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby. (4) Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon City except ten (10) days prior written notice shall be allowed for non-payment of premium. (5) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees and agents. (6) Duties: Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officials, officers, employees and agents. (7) Applicability: That the coverage provided therein shall apply to the obligations assumed by Contractor under the indemnity provisions of the Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.
The policy or policies of insurance required by Section 3.2.11(b) (iii) Workers' Compensation shall be endorsed, as follows:
(1) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees and agents. (2) Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon City except ten (10) days prior written notice shall be allowed for non-payment of premium.
Deductible. Any deductible or self-insured retention must be approved in writing by City and shall protect the City, its officials, officers, employees and agents in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
Evidence of Insurance. Contractor, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
Failure to Maintain Coverage. Contractor agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to City. City shall have the right to withhold any payment due Contractor until Contractor has fully complied with the insurance provisions of this Agreement.
In the event that Contractor's operations are suspended for failure to maintain required insurance coverage, Contractor shall not be entitled to an extension of time for completion of the work because of production lost during suspension.
Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A-:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
Insurance for Subcontractors. Contractor shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of this Agreement, including adding City as an Additional Insured to the subcontractor's policies.
Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
Fees and Payments.
Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”C” attached hereto and incorporated herein by reference. The total compensation shall not exceed One Hundred Twenty Two Thousand Eight Hundred and Sixty Five Dollars ($122,865) without written approval of City’s Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty-five (45) days of receiving such statement, review the statement and pay all approved charges thereon.
Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.
Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative.
Accounting Records.
Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Contractor 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. Contractor 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.
General Provisions.
Termination of Agreement.
Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been fully and adequately rendered to City through the effective date of the termination, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.
Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Contractor:
MVP Security Systems, Inc.
431 W. Lambert Road, Suite 306
Brea, CA 92821
Attn: Daniel Islas, CEO/Founder
City:
City of Signal Hill
2175 Cherry Avenue
Signal Hill, CA 90755
Attn: Thomas Bekele, Public Works Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.
Indemnification. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, subconsultants and subcontractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all damages, attorneys’ fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs, including reasonable attorneys’ fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by City or its officials, officers, employees, agents or volunteers. This Section 3.5.5 shall survive any expiration or termination of this Agreement.
Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended or modified by a writing signed by both Parties.
Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
Time of Essence. Time is of the essence for each and every provision of this Agreement.
City's Right to Employ Other Contractors. City reserves the right to employ other Contractors in connection with this Project.
Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of any minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted.
Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California 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 agrees to comply with such provisions before commencing the performance of the Services.
Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
Employment Adverse to City. Contractor shall notify City, and shall obtain City’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against City during the term of this Agreement.
Conflict of Employment. Employment by Contractor of personnel currently on the payroll of City shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee’s regular working hours or on weekends, holidays or vacation time. Further, the employment by Contractor of personnel who have been on City’s payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon Contractor securing this or related Agreements with City, is prohibited.
Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination.
Independent Contractors and Subcontracting
Use of Contractors. Contractor is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Contractor is in compliance with the California Labor Code, Contractor shall only utilize its employees to provide the Services. Contractor may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.6.2 below. Contractor represents and warrants that all personnel who perform the Services on Contractor’s behalf are Contractor’s employees, and that Contractor complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.
Prior Approval Required. Contractor shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Contractor to use a Subcontractor, Contractor shall enter into a written agreement with the Subcontractor, which must include all applicable provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.
Signature Page for Agreement
for GENERAL SERVICES
BETWEEN The City of SIGNAL HILL
and MVP sECURITY sYSTEMS INC.
IN WITNESS WHEREOF, each of the Parties has caused this Contract to be executed on the day and year first above written.
CITY OF SIGNAL HILL
[INSERT NAME OF CONTRACTOR]
By:
By:
Carlo Tomaino
City Manager
Daniel Islas, CEO
[If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary OR Treasurer REQUIRED] ATTEST:
By:
[INSERT NAME AND TITLE
By:
Daritza Gonzalez
City Clerk
APPROVED AS TO FORM:
By:
Best Best & Krieger LLP
City Attorney
EXHIBIT “A”
SCOPE OF SERVICES
General Scope of Services
The City of Signal Hill Public Works Department is responsible for maintaining, managing, and repairing the building access control system. The City’s Police Station is currently using an outdated software-based system as its access control system.
The contractor will install a new Access Control System (ACS) for the City’s Police Station that will cause the least interference with user behavior yet provide the security controls the City requires. The existing VELOCITY access control system is outdated and primitive. The Contractor shall install new software that is upgradeable and swappable without requiring mass replacement of all components or cause fragmented system control. The installed system should have an open protocol. The installed system’s cards or other keying devices should offer maximum flexibility, ease of use and access management for users and system administrators. Once in place, the installed system should provide the City administrators with multi-platform access management that provides system status, door status, simple access programming capabilities, remote programming, scheduling, locking and unlocking, and detailed reports. The installed ACS must accommodate the current and future requirements of all City operations. Additionally, the new ACS must provide the City personnel and operations with an advanced system that is 100% reliable and should be cloud hosted with strong cyber security.
Contractor shall provide a project plan that will describe the scheduling, implementation, training, testing, and system handover. The installed system upgrade is limited to card and fob readers and associated hardware changes and must meet the following minimum requirements:
Provide all software and hardware necessary to migrate all doors to a secure system, following security related best practices for a fault-tolerant access control system.
Provide cable testing reports for new cabling.
This project does not include installation of any new security cameras, card readers or fobs unless included as an extra work.
Paint any drywall repairs to match the current paint colors.
Re-create door access groupings and access schedules in the new system to match the current access control system.
Migrate all the cardholder credentials from the existing system into the new system.
Synchronize cardholder with the City's Active Directory environment.
Re-create access groups and place users into those groups in the new system. The contractor shall work with the City’s Human Resources Division and Police Department to update the access groups in the new system.
The system shall have a floor map that displays access through the facility and links doors with the appropriate cameras in the system.
Program any necessary monitors and alerts.
Re-create badge templates.
Configure the new system to work with a new badge printer.
Provide training to staff, which covers at a minimum: badge template creation, cardholder creation, registration of proximity cards, PIN credential creation, and reporting.
The door access control shall have the ability to integrate into the security camera system.
Provide one additional access card printer.
The contractor must have all credential and experience to display complete understanding including confidentiality related functions associated with working in a police station. The new system shall have a credential and verifiable application in other police stations within southern California.
System Training:
Contractor shall provide training for select City employees which will include:
Training classes that shall be recorded for future employees.
Training documents (in PDF and hardcopy format).
Operation and Maintenance Manuals (in PDF and hardcopy format).
Support Service:
The contractor shall provide three years of system support with an option of two 1-year extensions for a maximum of five years. The Installer/Systems Integrator will be the entity delivering maintenance, service and onsite support for the Electronic Access Control System solution. Service and support will not be outsourced to another firm unless approved by the City. The Installer/Systems Integrator will provide the City a list of certified technicians that will provide onsite support and maintenance of the Electronic Access Control System. The contractor shall perform annual maintenance to check locks, door readers, and access control panels. This includes testing and replacement of batteries in access control panels. The contractor shall provide the following minimum support services:
Updated software versions upon verification for compliance with equipment and devices.
Respond within 24-hours for emergency issues with software, hardware and equipment, peripherals, etc.
Respond within 48-hours for non-emergency issues.
General Description of the Police Station Building:
The Signal Hill Police Station is a 20,798 sq-ft multi-functional facility that houses the operations of the City’s law enforcement agency personnel. At the entrance, a lobby area and administrative offices provide the public with access to police services and records/administrative staff. The adjacent dispatch center serves as the communication hub for handling emergency calls and coordinating responses. Detention facilities, including holding cells and a booking area, are securely located in the building. Interview rooms, equipped with audio and video recording equipment, are utilized for investigations. The patrol area features officers' workspaces, locker rooms, and equipment storage, with break rooms and kitchen amenities. Meeting and briefing rooms support departmental gatherings and training sessions, while a dedicated evidence room securely stores case-related materials. Records and file storage are maintained in an organized section, and an armory. Security measures like surveillance cameras and controlled access points are integrated throughout, enhancing safety for all occupants.
There is a total of 28 card readers and 16 security cameras at the Police Station. Prior to the commencement of work, the City will provide the contractor with the latest as-builts that indicate the location of all card readers, security cameras and associated software. Integration between camera and access card reader should be provided as an option.
City Hall and Library - New Hardware Installation:
City Hall has 5 card readers and 7 cameras. The library has 4 card readers and 3 cameras. The scope of work on this project includes the installation of new card readers and keypads at the City Hall and Signal Hill Library facilities. The contractor shall provide all the necessary software and hardware as follows:
2X keypads at City Hall 3rd floor restrooms.
2X HDI card readers which will include approximately 500’ of cable terminating at City Hall 1st floor IDF room. 1X HDI card reader and approximately 900’ of cable form the east exterior gate at the Library that will terminate in the 1st floor IDF room.
EXHIBIT “B”
SCHEDULE OF SERVICES
Contractor shall perform all services within six months of the issued Notice to Proceed and in accordance with timeframes for the specific services set forth under Exhibit “C”. The schedule to be developed by contractor shall be subject to the written approval of the City.
EXHIBIT “C”
COMPENSATION
Item
Description
Price
1 UPGRADE existing Hirsch Access Control Software/System at Police Station (30-Access Points per 10/30/23 Jobwalk Survey):
$ 59,895.00
Modernize existing Hirsch System with NEW Current Hirsch Factory Standards (Velocity software version, firmware version, hardware version).
Reuse existing readers, door contacts, REX, locks, etc. 2 NEW Additions at City Hall & Library (5-NEW Access Points per RFP:
$ 24,985.00
Provide NEW Hirsch System Current Factory Standards (software version, firmware version, hardware version), and connected to above CoSHPD Velocity.
Provision NEW readers, door contacts, REX, locks, etc.
3 Replace existing Maxxess Access Control Software/System at City Hall (4-existing Access Points per 10/30/23 Jobwalk Survey) & Library (3-existing Access Points per 10/30/23 Jobwalk Survey) with NEW Hirsch System:
$ 15,985.00
Provide NEW Hirsch System Current Factory Standards (software version, firmware version, hardware version), and connected to above CoSHPD Velocity.
Reuse existing readers, door contacts, REX, locks, etc. 4 System Training
$ 7,000.00
Provide training to staff including badge template creation, cardholder creation, registration of proximity cards, PIN credential creation and reporting.
Classes shall l be recorded for future employees.
PDF and hard copy format of Training Documents andO & M Manuals. 5 3-Years (Years 1-3) MVP SHIELD full-service plan (Protects Above Items 1-4): Covers all future ongoing system service, repairs, replacement, all parts/labor, software/firmware upgrades, unlimited phone/onsite support, unlimited training $ 15,000.00
Total
$ 122,865.00
Within six months prior to conclusion of the Term, the City, in its sole discretion, may agree to extend the MVP SHIELD full-service plan, for an additional two years as set forth in the table below.
Optional 1-Year (Year 4)
MVP SHIELD full-service plan (Protects Above Items 1-4): Covers all future ongoing system service, repairs, replacement, all parts/labor, software/firmware upgrades, unlimited phone/onsite support, unlimited training $ 6,000.00
Optional 1-Year (Year 5)
MVP SHIELD full-service plan (Protects Above Items 1-4): Covers all future ongoing system service, repairs, replacement, all parts/labor, software/firmware upgrades, unlimited phone/onsite support, unlimited training $ 7,000.00
EXHIBIT “D”
ACKNOWLEDGMENT OF EMPLOYMENT RELATIONSHIP
MVP Security Systems (“MVP”) provides Access Control System services for its public agency clients. One of MVP’s clients is the City of Signal Hill (“City”). MVP and the City are parties to a General Services Agreement (“Agreement”), pursuant to which MVP provides a variety of services to the City as called for in the Agreement (“Services”).
In connection with MVP’s performance of the Agreement, it assigns its employees to provide the Services. Because MVP has assigned you as one of its employees who will provide the Services, which may include working out of the City’s offices or utilizing the City’s resources, it is important that you understand that you are an employee of MVP, and not an employee of the City.
By signing below, you acknowledge and agree to the following:
You are an employee of MVP. MVP will set your working days and hours, set your assignments (which may be with entities other than City), evaluate your performance, handle disciplinary matters, pay your wages, and provide any required or offered benefits.
You are not an employee of the City. The City does not set your working days or hours, evaluate your performance, handle disciplinary matters, pay your wages, or provide any benefits of any kind.
By providing the Services on behalf of MVP, neither you nor the City intend to create an employment relationship as between you and the City.
The City may provide general instructions to you regarding the results or objectives it wants achieved in connection with the Services. However, only MVP may instruct you on the manner or means by which you provide such Services.
If you believe the City is attempting to control the manner or means by which you provide the Services, or otherwise exercise control over you beyond the setting of objectives, goals or deadlines, you must immediately notify MVP.
Signature: __________________________________________ Printed Name: ________________________________
Date:
9 AGREEMENT FOR GENERAL SERVICES
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2 AGREEMENT
SIGNATURE PAGE
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FOR AGREEMENT
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16 EXHIBIT B
SCHEDULE OF SERVICES
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SCHEDULE OF SERVICES
17 EXHIBIT C
COMPENSATION
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SCHEDULE OF SERVICES
18 EXHIBIT D ACKNOWLEDGMENT
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17 EXHIBIT D
INSURANCE REQUIREMENTS