HomeMy WebLinkAboutAGENDA REPORT 2023 0906 CCSA REG ITEM 10PCITY OF MOORPARK, CALIFORNIA
City Council Meeting
of September 6, 2023
ACTION APPROVED STAFF
RECOMMENDATION.
BY A. Hurtado.
P. Consider Agreement with Dial Security for Installation of Intrusion Detection, Fire
Alarm Monitoring, and Humidity Sensors Systems for New City Hall Tenant
Improvements at 323 Science Drive. Staff Recommendation: Approve Agreement
with Dial Security for Installation of Intrusion Detection, Fire Alarm Monitoring, and
Humidity Sensors in the amount of $59,288.50, and authorize the City Manager to
execute the agreement, subject to final language approval of the City Manager.
(Staff: Jessica Sandifer, Deputy Parks and Recreation Director)
Item: 10.P.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Jessica Sandifer, Deputy Parks and Recreation Director
DATE: 09/06/2023 Regular Meeting
SUBJECT: Consider Agreement with Dial Security for Installation of Intrusion
Detection, Fire Alarm Monitoring, and Humidity Sensors Systems for
New City Hall Tenant Improvements at 323 Science Drive
BACKGROUND
In October 2021, the City Council authorized the purchase of 323 Science Drive as the
location for a new City Hall. Escrow closed in February 2022, and on February 16, 2022,
the City Council approved an Agreement with SVA Architects, Inc. (SVA) for Architectural
Design Services for the Tenant Improvements. SVA completed the project documents,
and the project went out to bid in June 2023. In August 2023, the City Council awarded
an Agreement to Monet Construction, Inc. for the project. As noted in the August staff
report, the project includes several owner-furnished owner-installed items that the City
needs to purchase and pay for separately from the construction project.
DISCUSSION
The new City Hall requires an upgrade and expansion of the current intrusion detection
and fire alarm monitoring systems for the newly built out spaces. Dial Security (Dial) is
the current provider of these services. Dial has provided a proposal for installation of
these systems. Since the cost of the installation exceeds the City Manager’s signing
authority, staff has prepared a contract with Dial for approval by the City Council.
Dial Security will align their work schedule with the General Contractor’s schedule to
efficiently perform the installation of intrusion detection and fire alarm monitoring systems
during the appropriate construction phase when the walls are open, allowing for the
installation of wiring. This eliminates the need to run conduit throughout the facility for
wiring purposes. Dial will be installing intrusion detection for the main exits/entrances, IT
server and broadcast rooms, and the fire alarm monitoring system for the building. Dial
will also be installing humidity sensors in the broadcast and server rooms to maintain
optimal conditions within these spaces and prevent issues such as equipment
malfunction, corrosion, and mold growth. This will ensure the equipment’s reliability and
protection of the room’s contents.
Item: 10.P.
360
Honorable City Council
09/06/2023 Regular Meeting
Page 2
ENVIRONMENTAL DETERMINATION
This action is exempt from the California Environmental Quality Act (CEQA) as it does
not constitute a project, as defined by Section 15378 of the State CEQA Guidelines.
Therefore, no further environmental review is required.
FISCAL IMPACT
The cost to install the intrusion detection, humidity sensors, and fire alarm monitoring
system is $59,288.50. Sufficient funds are budgeted in Fiscal Year 2023/24 City Hall
Tenant Improvement Project (C0070) to cover these costs.
COUNCIL GOAL COMPLIANCE
This action is consistent with City Council, Goal 3, Objective 3.9: “New City Hall Tenant
Improvements and Move.”
STAFF RECOMMENDATION
Approve Agreement with Dial Security for Installation of Intrusion Detection, Fire Alarm
Monitoring, and Humidity Sensors in the amount of $59,288.50, and authorize the City
Manager to execute the agreement, subject to final language approval of the City
Manager.
Attachment: Agreement with Dial Security
361
AGREEMENT BETWEEN THE CITY OF MOORPARK AND
DIAL SECURITY FOR FIRE ALARM SYSTEM, HUMIDITY SENSOR AND INTRUSION
DETECTION SYSTEM UPGRADE AND INSTALLATION SERVICES AT
323 SCIENCE DRIVE
THIS AGREEMENT, is made and effective as of
____________________________, between the City of Moorpark, a municipal
corporation (“City”) and Dial Security a California corporation (“Contractor”). In
consideration of the mutual covenants and conditions set forth herein, the parties agree
as follows:
WHEREAS, City has the need for fire alarm system, humidity sensors, and
intrusion detection upgrade and installation services; and
WHEREAS, Contractor specializes in providing such services and has the proper
work experience, certifications, and background to carry out the duties involved; and
WHEREAS, Contractor has submitted to City a Proposal which is attached hereto
as Exhibit C.
NOW, THEREFORE, in consideration of the mutual covenants, benefits, and
premises herein stated, the parties hereto agree as follows:
1.TERM
The term of this Agreement shall be from the date of execution to completion of
the work identified in the Scope of Services and in conformance with Exhibit C and
Exhibit D, Installation Lease Agreement, unless this Agreement is terminated or
suspended pursuant to this Agreement.
2.SCOPE OF SERVICES
City does hereby retain Contractor, as an independent contractor, in a contractual
capacity to provide fire alarm system and intrusion detection system upgrade and
installation services, as set forth in Exhibit C and Exhibit D. In the event there is a conflict
between the provisions of Exhibit C, Exhibit D, and this Agreement, the language
contained in this Agreement shall take precedence. This Agreement only relates to
installation and upgrade of the systems identified in Exhibit C and Exhibit D, and not to
monitoring or ongoing services of such systems.
Compensation for the services to be performed by Contractor shall be in
accordance with Exhibit C. Compensation shall not exceed the rates or total contract
value of fifty-nine thousand two hundred eighty-eight dollars and fifty cents ($59,288.50)
without a written amendment to the agreement executed by both parties. Payment by City
to Contractor shall be in accordance with the provisions of this Agreement.
ATTACHMENT
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City and Contractor acknowledge that this project is a public work to which
prevailing wages apply, and that a public work project is subject to compliance monitoring
and enforcement by the California Department of Industrial Relations (DIR). Contractor
agrees to comply with and be bound by all the terms, rules and regulations described in
(a) Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor
Code, including without limitation Labor Code Section 1771 and (b) the rules and
regulations established by the DIR implementing such statutes, as though set forth in full
herein, including any applicable amendments made thereto during the term of this
Agreement. For every subcontractor who will perform work on this project, Contractor
shall be responsible for subcontractor’s compliance with (a) and (b), and Contractor shall
take all necessary actions to ensure subcontractor’s compliance. Labor Code Section
1725.5 requires all contractors and subcontractors to annually register with the DIR before
bidding or performing on any public work contract.
3.PERFORMANCE
Contractor shall at all times faithfully, competently and to the best of their ability,
experience, standard of care, and talent, perform all tasks described herein. Contractor
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing similar services as are required of Contractor hereunder in
meeting its obligations under this Agreement.
4.MANAGEMENT
The individual directly responsible for Contractor’s overall performance of the
Agreement provisions herein above set forth and to serve as principal liaison between
City and Contractor shall be Daniel Stebbings, and no other individual may be substituted
without the prior written approval of the City Manager.
The City’s contact person in charge of administration of this Agreement, and to
serve as principal liaison between Contractor and City, shall be the City Manager or the
City Manager’s designee.
5.PAYMENT
Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form,
before payments may be made to vendors.
The City agrees to pay Contractor monthly, in accordance with the payment rates
and terms and the schedule of payment as set forth in Exhibit C, based upon actual time
spent on the above tasks. This amount shall not exceed fifty-nine thousand two hundred
eighty-eight dollars ($59,288.50) for the total term of the Agreement unless additional
payment is approved as provided in this Agreement.
Contractor shall not be compensated for any additional services rendered in
connection with its performance of this Agreement, unless such additional services and
compensation are authorized, in advance, in a written amendment to the agreement
executed by both parties.
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Contractor shall submit invoices monthly for actual services performed. Invoices
shall be submitted on or about the first business day of each month, or as soon thereafter
as practical, for services provided in the previous month. Payment shall be made within
thirty (30) days of receipt of each invoice as to all non-disputed fees. Any expense or
reimbursable cost appearing on any invoice shall be accompanied by a receipt or other
documentation subject to approval of the City Manager. If the City disputes any of
Contractor’s fees or expenses it shall give written notice to Contractor within thirty (30)
days of receipt of any disputed fees set forth on the invoice.
6.TERMINATION OR SUSPENSION WITHOUT CAUSE
The City may at any time, for any reason, with or without cause, suspend or
terminate this Agreement, or any portion hereof, by serving upon the Contractor at least
ten (10) days prior written notice. Upon receipt of said notice, the Contractor shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
If the City suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
The Contractor may terminate this Agreement only by providing City with written
notice no less than thirty (30) days in advance of such termination.
In the event this Agreement is terminated or suspended pursuant to this Section,
the City shall pay to Contractor the actual value of the work performed up to the time of
termination or suspension, provided that the work performed is of value to the City. Upon
termination or suspension of the Agreement pursuant to this Section, the Contractor will
submit an invoice to the City pursuant to this Agreement.
7.DEFAULT OF CONTRACTOR
The Contractor’s failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Contractor is in default for cause under the terms of
this Agreement, City shall have no obligation or duty to continue compensating Contractor
for any work performed after the date of default and can terminate or suspend this
Agreement immediately by written notice to the Contractor. If such failure by the
Contractor to make progress in the performance of work hereunder arises out of causes
beyond the Contractor’s control, and without fault or negligence of the Contractor, it shall
not be considered a default.
If the City Manager or the City Manager’s designee determines that the Contractor
is in default in the performance of any of the terms or conditions of this Agreement,
designee shall cause to be served upon the Contractor a written notice of the default. The
Contractor shall have five (5) days after service upon it of said notice in which to cure the
default by rendering a satisfactory performance. In the event that the Contractor fails to
cure its default within such period of time, the City shall have the right, notwithstanding
any other provision of this Agreement, to terminate this Agreement without further notice
and without prejudice to any other remedy to which it may be entitled at law, in equity or
under this Agreement.
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8.LIQUIDATED DAMAGES
If the Contractor fails to complete the work, or any portion thereof, within the time
period required by this Agreement, or as duly extended in writing by the City Manager,
Contractor shall forfeit and pay to the City, as liquidated damages, the sum of one
hundred dollars ($100) per day for each calendar day the work, or portion thereof, remains
uncompleted after the above specified completion date. Liquidated damages shall be
deducted from any payments due or to become due to the Contractor under the terms of
this Agreement. Progress payments made by the City after the above specified
completion date shall not constitute a waiver of liquidated damages by the City.
9.OWNERSHIP OF DOCUMENTS
Contractor shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts, and other such information required by City that relate to the
performance of services under this Agreement. Contractor shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All
such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. Contractor shall provide
free access to the representatives of City or the City’s designees at reasonable times to
such books and records; shall give the City the right to examine and audit said books and
records; shall permit City to make transcripts therefrom as necessary; and shall allow
inspection of all work, data, documents, proceedings, and activities related to this
Agreement. Notification of audit shall be provided at least thirty (30) days before any such
audit is conducted. Such records, together with supporting documents, shall be
maintained for a period of ten (10) years after receipt of final payment.
Upon completion of, or in the event of termination or suspension without cause of
this Agreement, all original documents, designs, drawings, maps, models, computer files,
surveys, notes, and other documents prepared in the course of providing the services to
be performed pursuant to this Agreement shall become the sole property of the City and
may be used, reused, or otherwise disposed of by the City without the permission of the
Contractor. With respect to computer files, Contractor shall make available to the City, at
the Contractor’s office and upon reasonable written request by the City, the necessary
computer software and hardware for purposes of accessing, compiling, transferring, and
printing computer files.
10.INDEMNIFICATION AND HOLD HARMLESS
Contractor shall indemnify, defend and hold harmless City, and any and all of its
officers, employees, and agents (“City Indemnitees”) from and against any and all causes
of action, claims, liabilities, obligations, judgments, or damages, including reasonable
legal counsels’ fees and costs of litigation (“claims”), arising out of the Contractor’s
performance of its obligations under this Agreement or out of the operations conducted
by Contractor, including the City’s active or passive negligence, except for such loss or
damage arising from the sole negligence or willful misconduct of the City. In the event the
City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from Contractor’s performance of this Agreement, the Contractor shall provide a
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defense to the City Indemnitees or at the City’s option reimburse the City Indemnitees
their costs of defense, including reasonable legal counsels’ fees incurred in defense of
such claims.
Contractor agrees to obtain executed indemnity agreements with provisions
identical to those set forth in this Section from each and every subcontractor, or any other
person or entity involved by, for, with, or on behalf of Contractor in the performance of
this Agreement. In the event Contractor fails to obtain such indemnity obligations from
others as required here, Contractor agrees to be fully responsible according to the terms
of this Section. Failure of City to monitor compliance with these requirements imposes no
additional obligations on City and will in no way act as a waiver of any rights hereunder.
This obligation to indemnify and defend City as set forth here is binding on the successors,
assigns, or heirs of Contractor and shall survive the termination of this Agreement or this
Section.
City does not and shall not waive any rights that it may have against Contractor by
reason of this Section, because of the acceptance by City, or the deposit with City, of any
insurance policy or certificate required pursuant to this Agreement. The hold harmless
and indemnification provisions shall apply regardless of whether or not said insurance
policies are determined to be applicable to any losses, liabilities, damages, costs, and
expenses described in this Section.
This Indemnity shall survive termination of the Agreement or Final Payment
hereunder. This Indemnity is in addition to any other rights or remedies that the
Indemnitees may have under the law or under any other Contract Documents or
Agreements. In the event of any claim or demand made against any party which is entitled
to be indemnified hereunder, City may, in its sole discretion, reserve, retain, or apply any
monies to the Contractor under this Agreement for the purpose of resolving such claims;
provided, however, City may release such funds if the Contractor provides City with
reasonable assurance of protection of the Indemnitees’ interests. City shall, in its sole
discretion, determine whether such assurances are reasonable.
11. INSURANCE
Contractor shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated
herein by this reference as though set forth in full.
12. INDEPENDENT CONTRACTOR
Contractor is and shall at all times remain as to the City a wholly independent
Contractor. The personnel performing the services under this Agreement on behalf of
Contractor shall at all times be under Contractor’s exclusive direction and control. Neither
City nor any of its officers, 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 not at any time or in any manner represent that it or any
of its officers, employees, or agents are in any manner officers, employees, or agents of
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the City. Contractor shall not incur or have the power to incur any debt, obligation, or
liability against City, or bind City in any manner.
No employee benefits shall be available to Contractor in connection with the
performance of this Agreement. Except for the fees paid to Contractor as provided in the
Agreement, City shall not pay salaries, wages, or other compensation to Contractor for
performing services hereunder for City. City shall not be liable for compensation or
indemnification to Contractor for injury or sickness arising out of performing services
hereunder.
13.LEGAL RESPONSIBILITIES
The Contractor shall keep itself informed of local, state and federal laws and
regulations which in any manner affect those employed by it or in any way affect the
performance of its service pursuant to this Agreement. The Contractor shall at all times
observe and comply with all such laws and regulations, including but not limited to the
Americans with Disabilities Act and Occupational Safety and Health Administration laws
and regulations. The City and Contractor shall comply with Exhibit B, California Public
Contract Code Section 9204, when applicable. The City, and its officers and employees,
shall not be liable at law or in equity occasioned by failure of the Contractor to comply
with this Section.
14.ANTI DISCRIMINATION
Neither the Contractor, nor any subcontractor under the Contractor, shall
discriminate in employment of persons upon the work because of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression, age,
sexual orientation, or military and veteran status of such person; or any other basis
protected by applicable federal, state, or local law, except as provided in Section 12940
of the Government Code. The Contractor shall have responsibility for compliance with
this Section, if applicable [Labor Code Sec. 1735].
15.UNDUE INFLUENCE
Contractor declares and warrants that no undue influence or pressure is used
against or in concert with any officer or employee of the City in connection with the award,
terms or implementation of this Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer or employee of the City will
receive compensation, directly or indirectly from Contractor, or any officer, employee or
agent of Contractor, in connection with the award of this Agreement or any work to be
conducted as a result of this Agreement. Violation of this Section shall be a material
breach of this Agreement entitling the City to any and all remedies at law or in equity.
16.NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the Services
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during his/her tenure or for one (1) year thereafter, shall have any interest, direct or
indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be
performed in connection with the Services performed under this Agreement.
17. CONFLICT OF INTEREST
Contractor covenants that neither they nor any officer or principal of their firm have
any interests, nor shall they acquire any interest, directly or indirectly, which will conflict
in any manner or degree with the performance of their services hereunder. Contractor
further covenants that in the performance of this Agreement, they shall employ no person
having such interest as an officer, employee, agent, or subcontractor. Contractor further
covenants that Contractor has not contracted with nor is performing any services directly
or indirectly, with the developer(s) and/or property owner(s) and/or firm(s) and/or
partnership(s) and/or public agency(ies) owning property and/or processing an
entitlement application for property in the City or its Area of Interest, now or within the
past one (1) year, and further covenants and agrees that Contractor and/or its
subcontractors shall provide no service or enter into any contract with any developer(s)
and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies)
owning property and/or processing an entitlement application for property in the City or
its Area of Interest, while under contract with the City and for a one (1) year time period
following termination of this Agreement.
18. NOTICE
Any notice to be given pursuant to this Agreement shall be in writing, and all such
notices and any other document to be delivered shall be delivered by personal service or
by deposit in the United States mail, certified or registered, return receipt requested, with
postage prepaid, and addressed to the party for whom intended as follows:
To: City Manager
City of Moorpark
799 Moorpark Ave.
Moorpark, CA 93021
To: Electronic Security Manager
Dial Security
760 W. Ventura Blvd
Camarillo, CA 93010
Either party may, from time to time, by written notice to the other, designate a
different address or contact person, which shall be substituted for the one above
specified. Notices, payments and other documents shall be deemed delivered upon
receipt by personal service or as of the third (3rd) day after deposit in the United States
mail.
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19.CHANGE IN NAME
Should a change be contemplated in the name or nature of the Contractor’s legal
entity, the Contractor shall first notify the City in order that proper steps may be taken to
have the change reflected in the Agreement documents.
20.ASSIGNMENT
Contractor shall not assign this Agreement or any of the rights, duties or obligations
hereunder. It is understood and acknowledged by the parties that Contractor is uniquely
qualified to perform the services provided for in this Agreement.
21.LICENSES
At all times during the term of this Agreement, Contractor shall have in full force
and effect, all licenses required of it by law for the performance of the services in this
Agreement.
22.VENUE AND GOVERNING LAW
This Agreement is made, entered into, and executed in Ventura County, California,
and any action filed in any court or for arbitration for the interpretation, enforcement or
other action of the terms, conditions, or covenants referred to herein shall be filed in the
applicable court in Ventura County, California. The City and Contractor understand and
agree that the laws of the State of California shall govern the rights, obligations, duties,
and liabilities of the parties to this Agreement and also govern the interpretation of this
Agreement.
23.COST RECOVERY
In the event any action, suit or proceeding is brought for the enforcement of, or the
declaration of any right or obligation pursuant to this Agreement or as a result of any
alleged breach of any provision of this Agreement, the prevailing party shall be entitled to
recover its costs and expenses from the losing party, and any judgment or decree
rendered in such a proceeding shall include an award thereof.
24.ENTIRE AGREEMENT
This Agreement and the Exhibits attached hereto contain the entire understanding
between the parties relating to the obligations of the parties described in this Agreement.
All prior or contemporaneous agreements, understandings, representations, and
statements, oral or written, are merged into this Agreement and shall be of no further
force or effect. Each party is entering into this Agreement based solely upon the
representations set forth herein and upon each party’s own independent investigation of
any and all facts such party deems material.
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25. CAPTIONS OR HEADINGS
The captions and headings of the various Articles, Paragraphs, and Exhibits of this
Agreement are for convenience and identification only and shall not be deemed to limit
or define the content of the respective Articles, Paragraphs, and Exhibits hereof.
26. AMENDMENTS
Any amendment, modification, or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by both parties to this Agreement.
27. PRECEDENCE
In the event of conflict, the requirements of the City’s Request for Proposal, if any,
and this Agreement shall take precedence over those contained in the Contractor’s
Proposal.
28. INTERPRETATION OF AGREEMENT
Should interpretation of this Agreement, or any portion thereof, be necessary, it is
deemed that this Agreement was prepared by the parties jointly and equally, and shall
not be interpreted against either party on the ground that the party prepared the
Agreement or caused it to be prepared.
29. WAIVER
No waiver of any provision of this Agreement shall be deemed, or shall constitute,
a waiver of any other provision, whether or not similar, nor shall any such waiver constitute
a continuing or subsequent waiver of the same provision. No waiver shall be binding
unless executed in writing by the party making the waiver.
30. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of the Contractor
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Contractor and has the authority to bind Contractor to the performance of
obligations hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK DIAL SECURITY.
By:_______________________________ By:_______________________________
Troy Brown
City Manager
Melissa Dundas
Electronic Security Manager
Attest:
__________________________________
Ky Spangler, City Clerk
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Exhibit A
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of Work, Contractor will maintain
insurance in conformance with the requirements set forth below. Contractor will use
existing coverage to comply with these requirements. If that existing coverage does not
meet requirements set forth here, Contractor agrees to amend, supplement or endorse
the existing coverage to do so. Contractor acknowledges that the insurance coverage
and policy limits set forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to the City in excess of the limits and
coverage required in this Agreement and which is applicable to a given loss, will be
available to the City.
Contractor shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office (ISO)
“Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense
costs must be paid in addition to limits. There shall be no cross liability exclusion for claims
or suits by one insured against another. Limits are subject to review but in no event less
than $1,000,000 per occurrence for all covered losses and no less than $2,000,000
general aggregate.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event
to be less than $1,000,000 per accident. If Contractor owns no vehicles, this requirement
may be satisfied by a non-owned auto endorsement to the general liability policy
described above. If Contractor or Contractor’s employees will use personal autos in any
way on this project, Contractor shall provide evidence of personal auto liability for each
such person.
Workers’ Compensation on a state-approved policy form providing statutory benefits as
required by law with employer’s liability limits no less than $1,000,000 per accident or
disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements,
shall provide coverage at least as broad as specified for the underlying coverages.
Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in
addition to policy limits. Policy shall contain a provision obligating insurer at the time
insured’s liability is determined, not requiring actual payment by the insured first. There
shall be no cross liability exclusion precluding coverage for claims or suits by one insured
against another. Coverage shall be applicable to the City for injury to employees of
Contractor, subcontractors or others involved in the Work. The scope of coverage
provided is subject to approval by the City following receipt of proof of insurance as
required herein. Limits are subject to review.
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Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the State of California and with an A.M. Bests rating of A- or better
and a minimum financial size of VII.
General conditions pertaining to provision of insurance coverage by Contractor.
Contractor and the City agree to the following with respect to insurance provided by
Contractor:
1. Contractor agrees to have its insurer endorse the third-party general liability
coverage required herein to include as additional insureds the City, its officials,
employees, and agents, using standard ISO endorsement CG 2010 and CG 2037
with edition acceptable to the City. Contractor also agrees to require all contractors
and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contractor, or Contractor’s employees, or agents, from waiving the right to
subrogation prior to a loss. Contractor agrees to waive subrogation rights against
the City regardless of the applicability of any insurance proceeds, and to require
all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this Agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or
its operation limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include limiting endorsement of any kind that has not been
first submitted to the City and approved in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called “third party action over” claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification, and
additional requirements by the City, as the need arises. Contractor shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect the City’s protection without the
City’s prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Contractor’s general liability policy, shall be delivered to city at or
prior to the execution of this Agreement. In the event such proof of any insurance
is not delivered as required, or in the event such insurance is canceled or reduced
at any time and no replacement coverage is provided, the City has the right, but
not the duty, to obtain any insurance it deems necessary to protect its interests
under this or any other Agreement and to pay the premium. Any premium so paid
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by the City shall be charged to and promptly paid by Contractor or deducted from
sums due Contractor, at the City’s option.
8.Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of
any cancellation or reduction of coverage. Contractor agrees to require its insurer
to modify such certificates to delete any exculpatory wording stating that failure of
the insurer to mail written notice of cancellation or reduction of coverage imposes
no obligation, or that any party will “endeavor” (as opposed to being required) to
comply with the requirements of the certificate.
9.It is acknowledged by the parties of this Agreement that all insurance coverage
required to be provided by Contractor or any subcontractor, is intended to apply
first and on a primary, non-contributing basis in relation to any other insurance or
self-insurance available to the City.
10. Contractor agrees to ensure that subcontractors, and any other party involved with
the Work who is brought onto or involved in the Work by Contractor, provide the
same minimum insurance required of Contractor. Contractor agrees to monitor and
review all such coverage and assumes all responsibility for ensuring that such
coverage is provided in conformity with the requirements of this section. Contractor
agrees that upon request, all agreements with subcontractors and others engaged
in the Work will be submitted to the City for review.
11. Contractor agrees not to self-insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further agrees that
it will not allow any contractor, subcontractor, Architect, Engineer, or other entity
or person in any way involved in the performance of Work contemplated by this
Agreement to self-insure its obligations to the City. If Contractor’s existing
coverage includes a deductible or self-insured retention, the deductible or self-
insured retention must be declared to the City. At that time, the City shall review
options with the Contractor, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
12.The City reserves the right at any time during the term of the Agreement to change
the amounts and types of insurance required by giving the Contractor 90 days
advance written notice of such change. If such change results in substantial
additional cost to the Contractor, the City will negotiate additional compensation
proportional to the increased benefit to the City.
13.For purposes of applying insurance coverage only, this Agreement will be deemed
to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
14. Contractor acknowledges and agrees that any actual or alleged failure on the part
of the City to inform Contractor of non-compliance with an insurance requirement
in no way imposes any additional obligations to the City nor does it waive any rights
hereunder in this or any other regard.
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Dial Security Page 14 of 19
15. Contractor will renew the required coverage annually as long as the City, or its
employees or agents face an exposure from operations of any type pursuant to
this Agreement. This obligation applies whether or not the Agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until the
City executes a written statement to that effect.
16. Contractor shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Contractor’s insurance agent to this effect is acceptable. A certificate of insurance
and/or additional insured endorsement as required in these specification
applicable to the renewing or new coverage must be provided to the City within
five days of the expiration of coverage.
17. The provisions of any Workers’ Compensation or similar act will not limit the
obligations of Contractor under this Agreement. Contractor expressly agrees not
to use any statutory immunity defenses under such laws with respect to the City,
its employees, officials, and agents.
18. Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits, or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or all-
inclusive.
19. These insurance requirements are intended to be separate and distinct from any
other provision in this Agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this section supersede all other sections and provisions of this
Agreement to the extent that any other section or provision conflicts or impairs the
provisions of this section.
21. Contractor agrees to be responsible for ensuring that no contract used by any party
involved in any way with the Work reserves the right to charge the City or
Contractor for the cost of additional insurance coverage required by this
Agreement. Any such provisions are to be deleted with reference to the City. It is
not the intent of the City to reimburse any third party for the cost of complying with
these requirements. There shall be no recourse against the City for payment of
premiums or other amounts with respect thereto.
22. Contractor agrees to provide immediate notice to City of any claim or loss against
Contractor arising out of the work performed under this Agreement. The City
assumes no obligation or liability by such notice, but has the right (but not the duty)
375
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to monitor the handling of any such claim or claims if they are likely to involve the
City.
23.Contractor agrees to obtain and provide to City a copy of Professional Liability
coverage for Architects or Engineers on this project, when required by City. City
shall determine the liability limit.
376
Dial Security Page 16 of 19
EXHIBIT B
PUBLIC CONTRACT CODE SECTION 9204
9204. (a) The Legislature finds and declares that it is in the best interests of the state
and its citizens to ensure that all construction business performed on a public works
project in the state that is complete and not in dispute is paid in full and in a timely
manner.
(b) Notwithstanding any other law, including, but not limited to, Article 7.1 (commencing
with Section 10240) of Chapter 1 of Part 2, Chapter 10 (commencing with Section
19100) of Part 2, and Article 1.5 (commencing with Section 20104) of Chapter 1 of Part
3, this section shall apply to any claim by a contractor in connection with a public works
project.
(c) For purposes of this section:
(1) “Claim” means a separate demand by a contractor sent by registered mail or
certified mail with return receipt requested, for one or more of the following:
(A) A time extension, including, without limitation, for relief from damages or penalties
for delay assessed by a public entity under a contract for a public works project.
(B) Payment by the public entity of money or damages arising from work done by, or on
behalf of, the contractor pursuant to the contract for a public works project and payment
for which is not otherwise expressly provided or to which the claimant is not otherwise
entitled.
(C) Payment of an amount that is disputed by the public entity.
(2) “Contractor” means any type of contractor within the meaning of Chapter 9
(commencing with Section 7000) of Division 3 of the Business and Professions Code
who has entered into a direct contract with a public entity for a public works project.
(3) (A) “Public entity” means, without limitation, except as provided in subparagraph (B),
a state agency, department, office, division, bureau, board, or commission, the
California State University, the University of California, a city, including a charter city,
county, including a charter county, city and county, including a charter city and county,
district, special district, public authority, political subdivision, public corporation, or
nonprofit transit corporation wholly owned by a public agency and formed to carry out
the purposes of the public agency.
(B) “Public entity” shall not include the following:
(i) The Department of Water Resources as to any project under the jurisdiction of that
department.
(ii) The Department of Transportation as to any project under the jurisdiction of that
department.
(iii) The Department of Parks and Recreation as to any project under the jurisdiction of
that department.
(iv) The Department of Corrections and Rehabilitation with respect to any project under
its jurisdiction pursuant to Chapter 11 (commencing with Section 7000) of Title 7 of Part
3 of the Penal Code.
(v) The Military Department as to any project under the jurisdiction of that department.
(vi) The Department of General Services as to all other projects.
(vii) The High-Speed Rail Authority.
(4) “Public works project” means the erection, construction, alteration, repair, or
improvement of any public structure, building, road, or other public improvement of any
kind.
377
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(5) “Subcontractor” means any type of contractor within the meaning of Chapter 9
(commencing with Section 7000) of Division 3 of the Business and Professions Code
who either is in direct contract with a contractor or is a lower tier subcontractor.
(d) (1) (A) Upon receipt of a claim pursuant to this section, the public entity to which the
claim applies shall conduct a reasonable review of the claim and, within a period not to
exceed 45 days, shall provide the claimant a written statement identifying what portion
of the claim is disputed and what portion is undisputed. Upon receipt of a claim, a public
entity and a contractor may, by mutual agreement, extend the time period provided in
this subdivision.
(B) The claimant shall furnish reasonable documentation to support the claim.
(C) If the public entity needs approval from its governing body to provide the claimant a
written statement identifying the disputed portion and the undisputed portion of the
claim, and the governing body does not meet within the 45 days or within the mutually
agreed to extension of time following receipt of a claim sent by registered mail or
certified mail, return receipt requested, the public entity shall have up to three days
following the next duly publicly noticed meeting of the governing body after the 45-day
period, or extension, expires to provide the claimant a written statement identifying the
disputed portion and the undisputed portion.
(D) Any payment due on an undisputed portion of the claim shall be processed and
made within 60 days after the public entity issues its written statement. If the public
entity fails to issue a written statement, paragraph (3) shall apply.
(2) (A) If the claimant disputes the public entity’s written response, or if the public entity
fails to respond to a claim issued pursuant to this section within the time prescribed, the
claimant may demand in writing an informal conference to meet and confer for
settlement of the issues in dispute. Upon receipt of a demand in writing sent by
registered mail or certified mail, return receipt requested, the public entity shall schedule
a meet and confer conference within 30 days for settlement of the dispute.
(B) Within 10 business days following the conclusion of the meet and confer
conference, if the claim or any portion of the claim remains in dispute, the public entity
shall provide the claimant a written statement identifying the portion of the claim that
remains in dispute and the portion that is undisputed. Any payment due on an
undisputed portion of the claim shall be processed and made within 60 days after the
public entity issues its written statement. Any disputed portion of the claim, as identified
by the contractor in writing, shall be submitted to nonbinding mediation, with the public
entity and the claimant sharing the associated costs equally. The public entity and
claimant shall mutually agree to a mediator within 10 business days after the disputed
portion of the claim has been identified in writing. If the parties cannot agree upon a
mediator, each party shall select a mediator and those mediators shall select a qualified
neutral third party to mediate with regard to the disputed portion of the claim. Each party
shall bear the fees and costs charged by its respective mediator in connection with the
selection of the neutral mediator. If mediation is unsuccessful, the parts of the claim
remaining in dispute shall be subject to applicable procedures outside this section.
(C) For purposes of this section, mediation includes any nonbinding process, including,
but not limited to, neutral evaluation or a dispute review board, in which an independent
third party or board assists the parties in dispute resolution through negotiation or by
issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this
section.
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Dial Security Page 18 of 19
(D) Unless otherwise agreed to by the public entity and the contractor in writing, the
mediation conducted pursuant to this section shall excuse any further obligation under
Section 20104.4 to mediate after litigation has been commenced.
(E) This section does not preclude a public entity from requiring arbitration of disputes
under private arbitration or the Public Works Contract Arbitration Program, if mediation
under this section does not resolve the parties’ dispute.
(3) Failure by the public entity to respond to a claim from a contractor within the time
periods described in this subdivision or to otherwise meet the time requirements of this
section shall result in the claim being deemed rejected in its entirety. A claim that is
denied by reason of the public entity’s failure to have responded to a claim, or its failure
to otherwise meet the time requirements of this section, shall not constitute an adverse
finding with regard to the merits of the claim or the responsibility or qualifications of the
claimant.
(4) Amounts not paid in a timely manner as required by this section shall bear interest at
7 percent per annum.
(5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim
against a public entity because privity of contract does not exist, the contractor may
present to the public entity a claim on behalf of a subcontractor or lower tier
subcontractor. A subcontractor may request in writing, either on their own behalf or on
behalf of a lower tier subcontractor, that the contractor present a claim for work which
was performed by the subcontractor or by a lower tier subcontractor on behalf of the
subcontractor. The subcontractor requesting that the claim be presented to the public
entity shall furnish reasonable documentation to support the claim. Within 45 days of
receipt of this written request, the contractor shall notify the subcontractor in writing as
to whether the contractor presented the claim to the public entity and, if the original
contractor did not present the claim, provide the subcontractor with a statement of the
reasons for not having done so.
(e) The text of this section or a summary of it shall be set forth in the plans or
specifications for any public works project that may give rise to a claim under this
section.
(f) A waiver of the rights granted by this section is void and contrary to public policy,
provided, however, that (1) upon receipt of a claim, the parties may mutually agree to
waive, in writing, mediation and proceed directly to the commencement of a civil action
or binding arbitration, as applicable; and (2) a public entity may prescribe reasonable
change order, claim, and dispute resolution procedures and requirements in addition to
the provisions of this section, so long as the contractual provisions do not conflict with or
otherwise impair the timeframes and procedures set forth in this section.
(g) This section applies to contracts entered into on or after January 1, 2017.
(h) Nothing in this section shall impose liability upon a public entity that makes loans or
grants available through a competitive application process, for the failure of an awardee
to meet its contractual obligations.
(i) This section shall remain in effect only until January 1, 2027, and as of that date is
repealed, unless a later enacted statute that is enacted before January 1, 2027, deletes
or extends that date.
(Amended by Stats. 2019, Ch. 489, Sec. 1. (AB 456) Effective January 1, 2020.
Repealed as of January 1, 2027, by its own provisions.)
379
Dial Security Page 19 of 19
EXHIBIT C
CONTRACTOR’S PROPOSALS
Intrusion Detection System Installation
Intrusion Detection System – IT / AV Room
Humidity Sensor Installation – IT / AV ROOM
Fire Detection System Installation
380
Proposal Date: August 18, 2023
Customer: City of Moorpark
Site: 323 Science Drive, Moorpark, CA 93021
Proposal Type: Intrusion Detection | Commercial
Intrusion Detection System Equipment Schedule
Quantity Description
1 DMP XR Series Control Panel w/ Transformer & Back Up Battery
•Up to 10,000 User Codes •Up to 99 Profiles
•Up to 100 Zones •Up to 8 Access Doors/Keypads
•Up to 99 Schedules •Up to 8 Areas
1 LTE Cellular Communicator w/ Antenna
2 Hardwired Thinline LCD Alphanumeric Keypad
2 Sixteen Zone Expander
6 Hardwired Door Contact
1 Hardwired Overhead Door Contact w/ Armored Cable
25 Hardwired PIR Motion Detector w/ False Alarm Sensitivity
5 Hardwired Panic Button
2 Temperature Sensor
1 Hardwired Two Tone Siren
LOT 18/2 & 22/4 Cable
LOT Labor, Installation, and End User Training
Scope of Work:
Dial Security is to install the above listed intrusion detection system and re-use existing
equipment. All work is to be performed during normal business hours.
Pricing Schedule: Lease
Item Price
Installation of the Above Listed System: $15,455.00
Additional Monthly Lease, Service & Repair: $68.00/month
Lease Provisions
•Service calls and maintenance of system is included in the above listed monthly fee.
•Equipment that fails due to normal wear and tear is covered.
•Damages caused by vandalism or Acts of God are not included.
•Dial will maintain the integrity of the system to that of which it was installed for the duration of the lease.
Caveats:
•Should any circumstances prevent the normal flow of work, additional labor charges may
apply for lost time of installation.
•Above listed price is based upon re-use of existing equipment. Should any equipment be
damaged, it may be replaced at an additional price.
•Should panic buttons be unable to be hardwired in council chambers, wireless will be
required at an additional price.
•Proposal valid for 10 days.
Daniel Stebbings | daniels@dialcomm.com | (805) 796-4776
760 West Ventura Blvd.
Camarillo, CA 93010
Tel: (805) 389-6700
Fax: (805) 383-3401
www.dialcomm.com
381
Proposal Date: August 18, 2023
Customer: City of Moorpark
Site: 323 Science Drive, Moorpark, CA 93021
Proposal Type: Intrusion Detection | Commercial
Intrusion Detection System Equipment Schedule
Quantity Description
2 Hardwired Thinline LCD Alphanumeric Keypad
2 Hardwired Door Contact
LOT 22/4 Cable
LOT Labor, Installation, and End User Training
Scope of Work:
Dial Security is to install the above listed intrusion detection system and re-use existing
equipment. All work is to be performed during normal business hours.
Pricing Schedule: Lease
Item Price
Installation of the Above Listed System: $1,675.00
Additional Monthly Lease, Service & Repair: $12.00/month
Lease Provisions
•Service calls and maintenance of system is included in the above listed monthly fee.
•Equipment that fails due to normal wear and tear is covered.
•Damages caused by vandalism or Acts of God are not included.
•Dial will maintain the integrity of the system to that of which it was installed for the duration of the lease.
Caveats:
•Should any circumstances prevent the normal flow of work, additional labor charges may
apply for lost time of installation.
•Proposal valid for 10 days.
Daniel Stebbings | daniels@dialcomm.com | (805) 796-4776
760 West Ventura Blvd.
Camarillo, CA 93010
Tel: (805) 389-6700
Fax: (805) 383-3401
www.dialcomm.com
382
Proposal Date: August 18, 2023
Customer: City of Moorpark
Site: 323 Science Drive, Moorpark, CA 93021
Proposal Type: Humidity Sensor | Commercial
Equipment Schedule
Quantity Description
2 EnviroAlert Professional Devices to Monitor Relative Humidity
LOT 22/4 Cable
LOT Labor, Installation, and End User Training
Scope of Work:
Dial Security is to install the above listed equipment to the existing system. All work is to be
performed during normal business hours.
Pricing Schedule: Lease
Item Price
Installation of the Above Listed Equipment: $735.00
Additional Monthly Lease, Service & Repair: $10.00/month
Lease Provisions
•Service calls and maintenance of system is included in the above listed monthly fee.
•Equipment that fails due to normal wear and tear is covered.
•Damages caused by vandalism or Acts of God are not included.
•Dial will maintain the integrity of the system to that of which it was installed for the duration of the lease.
Caveats:
•Should any circumstances prevent the normal flow of work, additional labor charges may
apply for lost time of installation.
•Proposal valid for 10 days.
Daniel Stebbings | daniels@dialcomm.com | (805) 796-4776
760 West Ventura Blvd.
Camarillo, CA 93010
Tel: (805) 389-6700
Fax: (805) 383-3401
www.dialcomm.com
383
Proposal Date: August 18, 2023
Customer: City of Moorpark
Site: 323 Science Drive, Moorpark, CA 93021
Proposal Type: Fire Detection | Commercial
Fire Detection System Equipment Schedule
Quantity Description
1 DMP XR Series Fire Alarm Control Panel w/
1 LTE Cellular Communicator
1 32-Character Remote LCD Annunciator w/ Backbox
2 10 AMP NAC Remote Power Supply
5 Photoelectric Smoke Detector
1 Single Circuit Fixed Temperature Heat Detector
13 Ceiling Mounted Red Horn Strobe
36 Ceiling Mounted Red Strobe
49 Ceiling Mounted Device Red Backbox
3 Pull Station
3 Relay
19 Monitor Module
1 Red Document Cabinet w/ Lock
LOT Integration of Customer Provided Duct Detectors, Flow & Tamper Switches
LOT 14/2 & 18/4 Red Cable
LOT Conduit & Fittings
LOT Labor and Installation
Scope of Work:
Dial Security is to install the above listed fire detection system. All work is to be completed
during normal business hours.
Pricing Schedule: Lease
Item Price
Installation of the Above Listed System: $40,325.00
Monthly Lease, Monitoring Services, Cellular Data Plan, Service & Repair: $223.00/month
Estimated Drafting & Permit Fees
Estimated Fees for Plan Drafting & Printing:
Estimated Fees for Permit & Plan Review Process for Ventura County:
$2,242.50
$874.00
Lease Provisions
•Service calls and maintenance of system is included in the above listed monthly fee.
•Equipment that fails due to normal wear and tear is covered.
•Damages caused by vandalism or Acts of God are not included.
•Dial will maintain the integrity of the system to that of which it was installed for the duration of the lease.
Caveats:
•Communication path for monitoring is based upon available cellular signal. Should a
signal not be available, an alternate communication path may be required.
•Should any circumstances prevent the normal flow of work, additional labor charges may
apply for lost time of installation.
760 West Ventura Blvd.
Camarillo, CA 93010
Tel: (805) 389-6700
Fax: (805) 383-3401
www.dial-comm.com
••• ••• ••
384
•Pricing is based upon open installation during open framing, and before tiles installed
for t-bar ceilings.
•Pricing is based upon provided plans. Should there be any changes to the building or
unforeseen circumstances, additional charges may apply.
•Should the Fire Marshal require additional equipment upon submittal, additional
equipment will be added at an additional expense.
•Customer is to ensure that all required sprinkler devices to be monitored are installed
and prepared by the fire sprinkler company.
•Customer is to ensure that all required HVAC devices to be monitored are installed and
prepared by the HVAC company.
•A dedicated power circuit is required per NFPA72 code for the fire panel. Power must be
in place prior to installation.
•Above listed price is based upon standard labor rates. Should prevailing wage be
required, additional labor charges may apply.
•Proposal valid for 10 days.
Daniel Stebbings | daniels@dialcomm.com | (805) 796-4776
385
AGREEMENT
DIAL SECURITY
760 W. Ventura Blvd.[ ] New System ________________
Camarillo, CA 93010 [ ] Alteration-Addition Account Number
(805) 485-0528 [ ] New Owner ________________
CA. Lic # LA00489 [ ] Residential Work Order Number
[ ] Cancels Former Agreement ________________
C.S. Number
This Agreement is entered by and between DIAL SECURITY, hereinafter referred to as “Company”, and User
Name:__________________________________________________________________Phone:________________________________
Located at: Address:___________________________________City:__________________________________Zip:_________________
Hereinafter referred to as “User”:
User hereby agrees and authorizes DIAL SECURITY, or assigns, to install, maintain, and service an alarm detection or monitoring system as
more particularly described herein below and to pay the installation and service charges as provided herein.
SYSTEM WILL CONSIST OF THE FOLLOWING: [ ] See attached Work Order
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
USER DOES NOT DESIRE ADDITIONAL DEVICES OR PROTECTION OTHER THAN ITEMS LISTED ABOVE AT THIS TIME. INITIAL_______________
Approximate installation Starting date ______________________ Completion will be approximately thirty days or ___________________
TERMS AND PAYMENT SCHEDULE:
User agrees to pay DIAL SECURITY, or its agents, the sum of ____________________________________________Dollars ($_______)
in advance, the sum of ___________________________________________________________________________ Dollars ($_______)
upon installation, and the sum of____________________________________________________________________ Dollars ($_______)
per month thereafter for a period of five (5) years from the date installation is completed. User agrees to pay in addition to charges stated herein,
all taxes, permits, fees or any costs relating to this system imposed by any governmental or regulatory body, or increases in charges made by
the telephone company.
Total contract price of this agreement _______________________________________________________________Dollars($________)
DIAL SECURITY'S LIABILITY Dial Security does not represent or warrant that the alarm system may not be compromised or circumvented; that the system will
prevent any loss by burglary, hold-up, fire or otherwise; or that the system will in all cases provide the protection for which it is installed or intended. User
acknowledges that Dial Security is not an insurer, that representations or warranties, express or implied, except as set forth herein and User acknowledges that he
has read and understands, particularly paragraphs 4 and 5 of this agreement which sets forth Dial Security's obligation and maximum liability in the event of any
loss or damage to User. User acknowledges that if Company utilizes a digital, cellular, IP or data communicator for the purpose of sending alarm signals from User's premises
to Company's Central Station, that the signals from User's alarm system are sent over User's regular telephone service or other service. In the event
cellular service is not functioning to Company's Central Station, or in the event User's service is out of order, disconnected, placed on vacation or
otherwise interrupted, signals from Subscriber's alarm system will not be received in Company's Central Station during any such interruption and the
interruption will not be known to Company. Subscriber further acknowledges and agrees that signals are sent over telephone company lines, Data
lines, or Cellular which are wholly beyond the control and jurisdiction of Company are maintained and serviced by the applicable telephone company.
Any changes to telephone services, addition of DSL or VOIP services, Subscriber must notify Company in writing of such changes that could affect or
prevent transmission of signals.
The Company shall thoroughly instruct the user in the proper use of the alarm system upon completion of the installation. If the alarm company fails to
substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company
Act.
The reverse of this agreement is incorporated herein. User acknowledges that Co. is not a insurer and that User assumes all risk for loss or damages to premise or
contents thereof. User acknowledges receipt of copy and that he/she has read and understands this agreement, including the reverse side.
DIAL SECURITY DATE___________________
_______________ _______________________________________________________________________________
Salesperson Agent number User
_______________________________________________________ ____________________________________________________
Approved Authorized Signature
_______________________________________ Date ___________ ____________________________________________________
Oper. App. Print name of Signer
A26328
4 20378
4 02-01-1287;3131
City of Moorpark
Moorpark
805-517-6225
323 Science Drive 93021
Removal and installation of intrusion detection system: $15,455.00
Removal and installation of fire detection system: $40,325.00
Installation of humidity sensors: $735.00
Installation of intrusion detection equipment for IT and AV room: $1,675.00
N/A N/A
N/A- progress billing N/A
N/A- progress billing N/A
zero 0.00
fifty eight thousand one hundred and ninety 58,190.00
Daniel Stebbings ACE525255 City of Moorpark
EXHIBIT D
-
386
1. User agrees to carefully and properly test and set system, including walk test if movement detection devices are installed, and will notify Co. promptly of any operating defect. User
hereby agrees that all equipment, devices, foil, wiring, and attachments thereto remain the sole personal property of CO, unless stated otherwise, except for any communication devices,
all or any part thereof removable at expiration of this agreement or upon default in any of the terms herein without prejudice to collection of any or all sums due under the entire contract
or extensions thereof. User agrees that installed devices and equipment are not fixtures to his premises.
2.In the event of litigation to enforce any provisions of this agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs, and in no event less than the
amounts provided in CCP 1717.5, even if no attorney is listed as attorney of record. The parties agree that proper venue and jurisdiction for any action under this contract will be in the
appropriate court located in the City of Ventura, County of Ventura, State of California.
3.User agrees to pay a finance charge equal to the greater of $1.00 or 1.5 percent per month from the date that payment is due on any unpaid balance. User agrees to pay the sum of $25.00, as a service fee in the event of any checks returned by users bank for any reason. A reconnect charge is to be paid by User if alarm is cut off because of a past due balance and
User desires it reconnected. User is to receive no credit if system is temporarily cut off or out of service for any reason.
4. COMPANY IS NOT AN INSURER: LIQUIDATED DAMAGES; LIMITATION OF LIABILITY: It Is understood and agreed: That Co. is not an insurer, insurance, if any shall be obtained
by the User; that the payments provided for herein are based solely on the value of the service as set forth herein and are unrelated to the value of the User’s property or the property of
others located on User’s premises; that Co. makes no guaranty or warranty, including any implied warranty of merchantability of fitness that the equipment or services supplied will avert
or prevent occurrences or the consequences there from which the system or service is designed to detect or avert. User acknowledges that it impractical and extremely difficult to fix the
actual damages, if any, which may proximately result from a failure of Co. to perform any of the obligations herein, or the failure of the system to properly operate with resulting loss to
User because of, among other things: a. The uncertain amount or value of User’s property or the property of others which may be lost, stolen, destroyed, damaged or otherwise affected by occurrences which the
system or service is designed to detect or avert.
b. The uncertainty of the response time of any police or fire department, should they be dispatched as a result of a signal from or at premises;
c. The inability to ascertain what portion, if any, of any loss would be proximately caused by Co.’s failure to perform or by its equipment to operate;
d. The nature of the service to be performed by Co.
5.User understands and agrees that if Co. should be found liable for loss or damage due to failure of Co. to perform any of the obligations herein, including but not limited to installation,
maintenance, monitoring or service, or failure of the system or equipment in any respect whatsoever, Co.’s liability shall be limited to a sum equal to the total of six(6) monthly payments or
Two Hundred and Fifty ($250.00) Dollars, whichever is the lesser, as liquidated damages and not as a penalty and this liability shall be exclusive; and that the provision of this section
shall apply if loss or damage, Irrespective of cause or origin, results directly or indirectly to persons or property, from performance or nonperformance of the obligations imposed by this
contact, or from negligence, active or otherwise, of Co., its agents, assigns or employees.
Initial _______________
6.If User wishes Co. to assume a limited liability in lieu of liquidated damages as herein above set forth, User may obtain from Co. a limitation of liability by paying an additional
monthly service charge to Co. If User elects to exercise this option, a rider shall be attached to this agreement setting forth the terms, conditions and the amount of the limited
liability, and the additional monthly charge.
7.In the event any person not a party to this agreement, shall make any claim, or file any lawsuit against Co. for any reason relating to Co.’s duties and obligations pursuant to this
agreement, including but not limited to the design, installation, maintenance, operation or non-operation of the alarm system, user agrees to indemnify, defend and hold Co. harmless
from any and all claims and lawsuits including the payment of all damages, expenses, costs and attorney’s fees whether these claims be based upon alleged intentional conduct, active or
passive negligence, warranty or strict or product liability on the part of Co. its agents, servants or employees. This agreement by User to indemnify Co. against third party claims as herein
above set forth shall not apply to losses, damages, expenses and liability resulting in injury or death to third persons or injury to property of third persons, which losses, damages,
expenses and liability occur while an employee of Dial is on User’s premises and which losses, damages and liability are solely and directly caused by the acts of said employee.
8.User agrees to be responsible for redecorating and all other reasonable damages to premises caused by installation, maintenance, or removal of all or any part of the system. User
agrees to provide access to premises and to permit only authorized Co. agents to inspect, alter, remove, adjust, service, repair, add devices, equipment, or wiring, and agrees to
reimburse Co. for loss of or damage to installed devices, wiring and equipment.
9.Cost of unnecessary service or false alarm calls caused by User and costs to repair or reinstall after fire, other casualties, painting, alterations, or costs other than for ordinary wear
and tear, to be borne by User. If excessive false alarms are caused by carelessness, malicious or unintended use of the alarm system, Co. may, at its sole discretion, deem same to be
material breach of contract on part of User and may be excused from further performance. User agrees to eliminate conditions or factors interfering with the proper operation of
installed devices or which may cause false alarms.
10.Co. reserves the right to substitute protective devices for those specified if the protective effect is substantially equivalent. The cost of any change and variances in the system as
herein contracted for or as originally installed, made at the request of or made necessary or required by User’s act, or which may be demanded by insurance interests, governmental
agencies, or inspection and rating bureaus, are to be borne by User. User hereby give Co. title to all wiring and material installed by others. User agrees that installation work is to be
done during Co.’s regular work hours and will provide electrical outlets and power required at his expense.
11.In the event of an alarm signal from premises, Co. agrees to transmit it to local police, fire department or persons designated by User. If Co. holds premises keys, it is hereby
authorized to enter and make a visual inspection of the interior of the premises or protected area. User hereby authorizes Co., at Co.’s discretion to cause the arrest of anyone found on
the premises without authority to enter and cause him to be held until released by User or his representative. User agrees that Co., at it’s discretion, may respond to alarm using Co.
personnel in addition to or in lieu of police or User’s designated representative.
12.Co. is to be kept informed in writing by User of his daily and holiday opening and closing schedule, if applicable, and of all persons authorized to enter premise during his closed
hours or who may be called in the event of an alarm signal from or at premises. User hereby authorizes Co. to manually or automatically disconnect system, if so ordered by a public
official or regulation or for nuisance or electrical reasons or if Co. is unable to notify User at emergency numbers listed or if User declines, or fails to arrive at premises, within 30 minutes
after notification. User agrees to hold Co. harmless and to indemnify Co. for any damages, loss or liability, which may result from the turning off of the system.
13.Co. is to be informed by User of omissions in protection of devices within five days of completion of installation or the installation is to be considered complete and accepted by
User. User acknowledges that additional or different protective devices and services are available at additional cost and the system as agreed on herein is as selected by User.
14.User hereby agrees that Co. shall have the right to increase the monthly rate annually in direct proportion to the consumer price index (CPI) effective on the renewal date of each
calendar year during the term of this agreement. In the event that Co. must raise the monthly rate beyond the increase in the CPI, User will be notified by mail of such increase. If User is
unwilling to pay the new rate, he must notify Co. in writing within 10 days. Failure to do so will be deemed acceptance of the new rate. Upon receipt of timely objection to the new rate, Co.
has a right to reconsider the increase without affecting the enforceability of this agreement. If no agreement is reached as to a new rate, the rate as increased by the CPI will continue in
force.
15.This agreement shall automatically without action by either party extend and renew itself under the same terms and conditions for successive periods of two years each, after the
initial period unless either party gives to the other at least sixty days written notice, prior to expiration date, of its intention to terminate this agreement upon its original or any renewed
expiration date.
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16.Should the whole or any part of the premises herein involved be acquired or condemned for any public or private use or purpose, the entire remaining balance of the
initial period or extensions of this agreement shall immediately become due and payable. Co. assumes no liability for failure to perform because of labor trouble, riots, flood,
fires, acts of God, or any catastrophe of condition beyond its control and is not required to perform work while any such condition exists. This agreement is not assignable by
User without the written consent of Co. Co. shall have the right to assign this agreement or subcontract any of the services it may perform. There are no verbal
understanding changing or modifying this agreement.
17.It is understood and agreed by and between the parties hereto, that if there is conflict between this agreement and User’s purchase order, or any other documents, this
agreement will govern, whether such purchase order or other document is prior or subsequent to this agreement. In the event any provisions or parts of this contract shall be
unenforceable the parties understand and agree that the remaining provisions and parts shall continue in full force and effect.
18.Disturbing conditions. Where any devise or protection is supplied, including but not limited to space protection, which is affected by turbulence of air or other disturbing
conditions, subscriber agrees to turn off or remove all things animate or inanimate including but not limited to all forced air heaters, air conditioners, animated display signs,
animals, coverings of chemical vats and any other source of air turbulence or movement which may interfere with the effectiveness of the alarm system during closed periods
while alarm system is on.
19. RETURN OF PROPRIETARY PROPERTY: User acknowledges that certain PROPRIETARY information and equipment is installed in the alarm system installed by
company. User agrees to permit Co. to remove such PROPRIETARY information and equipment upon the termination of this agreement. User further acknowledges that such
PROPRIETARY information and equipment will at all times remain the property of Co. and that User agrees to pay the new prevailing rate for monitoring of the system during
any period after termination of this agreement until return of the PROPRIETARY information and equipment.
ALARM COMPANY OPERATORS ARE LICENSED AND REGULATED BY THE BUREAU OF SECURITY AND INVESTIGATIVE SERVICES, ANY QUESTIONS
CONCERNING AN ALARM COMPANY OPERATOR MAY BE REFERRED TO THE BUREAU OF SECURITY AND INVESTIGATIVE SERVICES, 1920 20TH STREET,
SACRAMENTO, CALIFORNIA 95814
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