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HomeMy WebLinkAboutCO 2025-125 - Enko Systems, Inc CITY OF RANCHO CUCAMONGA PUBLIC WORKS SERVICES DEPARTMENT CONTRACT ENKO SYSTEMS, INC. FOR FY 25/26 FIRE ALARM MONITORING, INSTALLATIONS, INSPECTIONS, AND TESTING AWARD DATE: August 25, 2025 City of Rancho Cucamonga CONTRACT NUMBER 2025-125 Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 1 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 25th of August 2025, by and between the City of Rancho Cucamonga, a municipal corporation (“City”) and the Rancho Cucamonga Fire Protection District (“RCFPD”) and Enko Systems, Inc. (“Contractor”). RECITALS A. City and RCFPD has heretofore issued its request for proposals to perform the following services: Fire Alarm Monitoring, Installations, Inspections and Testing (“the Project”). B. Contractor has submitted a proposal to perform the services described in Recital “A”, above, necessary to complete the Project. C. City and RCFPD desires to engage Contractor to complete the Project in the manner set forth and more fully described herein. D. Contractor represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Contractor’s Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City and RCFPD hereby engages Contractor to perform all services described in Recitals “A” and “B” above, including, but not limited to fire alarm monitoring, installations, inspections, testing and repair; all as more fully set forth in Contractor’s proposal, dated August 25, 2025 attached hereto as Exhibit A, hereinafter entitled “Scope of Work”, and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Contractor are set forth in the Scope of Work and are referred to herein as “the Services.” In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City and RCFPD, the Contractor will promptly meet with City and RCFPD staff to discuss any revisions to the Project desired by the City and RCFPD. Contractor agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Contractor’s compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Contractor by more than ten percent (10%) of the total compensation specified in Section 3, may be approved in writing by City’s Manager without Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 2 amendment. 1.3 Time for Performance. Contractor shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a “Schedule of Performance”, if such Schedule is attached hereto as Exhibit “N/A”. 1.4 Standard of Care. As a material inducement to City and RCFPD to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Contractor represents that Contractor, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of services, Contractor shall immediately inform City and RCFPD of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the City and RCFPD Representative. 2. Term of Agreement. The term of this Agreement shall become effective as of the date of the mutual execution by way of both party’s signature (the “Effective Date”) through June 30, 2026. No work shall be conducted; service or goods will not be provided until this Agreement has been executed and requirements have been fulfilled. Parties to this Agreement shall have the option to renew in one (1) year increments to a total of zero (0) additional years, unless sooner terminated as provided in Section 14 herein. Prior to entering into an agreement for an annual extension the Contractor may request a Cost-of-living Increase in an amount not to exceed the increase in the March index of the Consumer Price Index All Urban Consumers for the Riverside-San Bernardino-Ontario, California area published by the U.S. Department of Labor, Bureau of Labor Statistics. Options to renew are contingent upon the City Manager’s approval, subject to pricing review, and in accordance with all Terms and Conditions stated herein unless otherwise provided in writing by the City and RCFPD. 3. Compensation. 3.1 Compensation. City and RCFPD shall compensate Contractor as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Contractor shall not exceed One-Hundred and Fifty Thousand Dollars ($150,000), including all out of pocket expenses, unless additional compensation is approved by the City Manager or City Council. City and RCFPD shall not withhold any federal, state or other taxes, or other deductions. However, City and RCFPD shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Contractor Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 3 be entitled to compensation for services not yet satisfactorily performed. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City and RCFPD shall compensate Contractor for any authorized extra services as set forth in Exhibit A. 4. Method of Payment. 4.1 Invoices. Contractor shall submit to City and RCFPD monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City and RCFPD shall review such invoices and notify Contractor in writing within ten (10) business days of any disputed amounts. 4.3 City and RCFPD shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, timecards, cost control sheets and other records maintained by Contractor relating to services hereunder shall be available for review and audit by the City and RCFPD. 5. Representatives. 5.1 City and RCFPD Representative. For the purposes of this Agreement, the contract administrator and City and RCFPD’s representative shall be Maritza Martinez, Public Works Services Director, or such other person as designated in writing by the City and RCFPD (“City and RCFPD Representative”). It shall be Contractor’s responsibility to assure that the City and RCFPD Representative is kept informed of the progress of the performance of the services, and Contractor shall refer any decisions that must be made by City and RCFPD to the City and RCFPD Representative. Unless otherwise specified herein, any approval of City and RCFPD required hereunder shall mean the approval of the City and RCFPD Representative. 5.2 Contractor Representative. For the purposes of this Agreement, Matthew Enkosky, Director of Sales, is hereby designated as the principal and representative of Contractor authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith (“Contractor’s Representative”). It is expressly understood that the experience, knowledge, capability and reputation of the Contractor’s Representative were a substantial inducement for City and RCFPD to enter into this Agreement. Therefore, the Contractor’s Representative shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. Contractor may not change the Responsible Principal without the prior written approval of City and RCFPD. Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 4 6. Contractor’s Personnel. 6.1 All Services shall be performed by Contractor or under Contractor’s direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City and RCFPD business license as required by the City’s Municipal Code. 6.2 Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Contractor shall be responsible for payment of all employees’ and subcontractors’ wages and benefits and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's 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. 6.4 Contractor shall indemnify, defend and hold harmless City and RCFPD and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City and RCFPD officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Contractor’s violations of personnel practices and/or any violation of the California Labor Code. City and RCFPD shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City and RCFPD from Contractor as a result of Contractor’s failure to promptly pay to City and RCFPD any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Contractor in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, “Work Product”), are considered to be “works made for hire” for the benefit of the City and RCFPD. Upon payment being made, and provided Contractor is not in breach of this Agreement, all Work Product shall be and remain the property of City and RCFPD without restriction or limitation upon its use or dissemination by City and RCFPD. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Contractor under this Agreement shall, upon request, be made available to City and RCFPD. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Contractor. In the event of the return of any of the Work Product to Contractor or its representative, Contractor shall be responsible for its safe return to City and RCFPD. Under no circumstances shall Contractor fail to deliver any draft or final designs, plans, drawings, reports or specifications to City and RCFPD upon written demand by City and RCFPD for their delivery, notwithstanding any disputes between Contractor and City and RCFPD concerning payment, performance of the contract, or otherwise. This covenant shall survive Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 5 the termination of this Agreement. City and RCFPD’s reuse of the Work Product for any purpose other than the Project, shall be at City and RCFPD’s sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City and RCFPD by Section 7.1, above, the Contractor shall be deemed to grant and assign to City and RCFPD, and shall require all of its subcontractors to assign to City and RCFPD, all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Contractor shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City and RCFPD shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City and RCFPD has full legal title to and the right to reproduce any of the Work Product. Contractor shall defend, indemnify and hold City and RCFPD, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City and RCFPD officials, harmless from any loss, claim or liability in any way related to a claim that City and RCFPD’s use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City and RCFPD’s use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Contractor, at its expense, shall: (a) secure for City and RCFPD the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City and RCFPD; or (b) modify the Work Product so that it becomes non-infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Contractor is, and shall at all times, remain as to City and RCFPD, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City and RCFPD or otherwise act as an agent of City and RCFPD. Neither City and RCFPD nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, 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, agents or employees are in any manner employees of City and RCFPD. Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and to defend, indemnify and hold City and RCFPD harmless from any and all taxes, assessments, penalties, and interest asserted against City and RCFPD by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers’ compensation law regarding Contractor and Contractor’s employees 9. Confidentiality. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City and RCFPD employees. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 6 performance of this Agreement are confidential and shall not be disclosed by Contractor without prior written authorization by City and RCFPD. City and RCFPD shall grant such authorization if applicable law requires disclosure. All City and RCFPD data shall be returned to City and RCFPD upon the termination of this Agreement. Contractor’s covenant under this Section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Contractor from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Contractor to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City and RCFPD on any matter in connection with which Contractor has been retained. 10.2 Contractor further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Contractor has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City and RCFPD shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 10.3 Contractor has no knowledge that any officer or employee of City and RCFPD has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City and RCFPD, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 To the maximum extent permitted by law, the Contractor shall defend, indemnify and hold the City and RCFPD, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City officials and RCFPD, (collectively, “Indemnitees”),free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”), including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Contractor or any of its officers, Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 7 employees, subcontractors, Contractors, or agents in the performance of this Agreement. Contractor shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City and RCFPD’s choice, and shall pay all costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees. 11.2 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by City and RCFPD, or the deposit with City and RCFPD, of any insurance policy or certificate required pursuant to this Agreement. 11.3 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor. 11.4 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against Contractor shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. 12. Insurance. 12.1 Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and/or its agents, representatives, employees or subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City and RCFPD, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker’s Compensation insurance as required by the State of California, and Employer’s Liability Insurance. 12.3 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 8 Liability Insurance or other form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage. (3) Employer’s Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers’ Compensation Insurance in the amount required by law. (4) The Insurance obligations under this Agreement shall be the greater of (i) the Insurance coverages and limits carried by the Contractor; or (ii) the minimum Insurance coverages and limits shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City and RCFPD. No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this agreement. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and RCFPD and shall not reduce the limits of coverage. City and RCFPD reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, RCFPD, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City and RCFPD officials, as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; and/or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to City, RCFPD, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City and RCFPD officials which are not also limitations applicable to the named insured. (2) For any claims related to this Agreement, Contractor’s insurance coverage shall be primary insurance as respects City, RCFPD, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City and RCFPD officials. Any insurance or self-insurance maintained by City, RCFPD, its officers, Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 9 officials, employees, designated volunteers or agents serving as independent contractors in the role of City and RCFPD officials shall be in excess of Contractor’s insurance and shall not contribute with it. (3) Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. (4) Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City and RCFPD may procure such insurance at Contractor’s sole cost and expense. (5) Each insurance policy required by this clause shall expressly waive the insurer’s right of subrogation against City and RCFPD, its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City and RCFPD officials. (6) Each policy shall be issued by an insurance company approved in writing by City and RCFPD, which is admitted and licensed to do business in the State of California and which is rated A:VII or better according to the most recent A.M. Best Co. Rating Guide. (7) Each policy shall specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Each policy shall specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Contractor shall provide any and all other insurance, endorsements, or exclusions as required by the City and RCFPD in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage. Prior to commencing performance under this Agreement, the Contractor shall furnish the City and RCFPD with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including (1) Additional Insured Endorsement(s), (2) Worker’s Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 10 Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City and RCFPD before Contractor commences performance. If performance of this Agreement shall extend beyond one year, Contractor shall provide City and RCFPD with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 12.7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor’s work. Contractor shall require its subcontractors to be bound to Contractor and City and RCFPD in the same manner and to the same extent as Contractor is bound to City and RCFPD pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub-subcontractor. 13. Cooperation. In the event any claim or action is brought against City and RCFPD relating to Contractor’s performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation that City and RCFPD might require. City and RCFPD shall compensate Contractor for any litigation support services in an amount to be agreed upon by the parties. 14. Termination. City and RCFPD shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Contractor. In the event City and RCFPD exercises its right to terminate this Agreement, City and RCFPD shall pay Contractor for any services satisfactorily rendered prior to the effective date of the termination, provided Contractor is not then in breach of this Agreement. Contractor shall have no other claim against City and RCFPD by reason of such termination, including any claim for compensation. City and RCFPD may terminate for cause following a default remaining uncured more than five (5) business days after service of a notice to cure on the breaching party. Contractor may terminate this Agreement for cause upon giving the City and RCFPD ten (10) business days prior written notice for any of the following: (1) uncured breach by the City and RCFPD of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Contractor’s and City and RCFPD’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this Section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 11 If to City and RCFPD: Maritza Martinez City of Rancho Cucamonga Public Works Services Department 8794 Lion Street Rancho Cucamonga, CA 91730 If to Contractor: Matthew Enkosky Enko Systems, Inc. 1001 South Arrowhead Ave. San Bernardino, CA 92408 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 17. Assignment and Subcontracting. Contractor shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Contractor’s obligations hereunder without City and RCFPD’s prior written consent. Except as provided herein, any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs the Services. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and compliance with other requirements on “public works” and “maintenance” projects. 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. The applicable prevailing wage rate determinations can be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services, available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the Project site. Contractor shall defend, indemnify and hold the City and RCFPD, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City and RCFPD of any payment to Contractor constitute or be construed as a waiver by City and RCFPD of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 12 such payment by City and RCFPD shall in no way impair or prejudice any right or remedy available to City and RCFPD with regard to such breach or default. 20. Attorney’s Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney’s fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Contractor and City and RCFPD. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 13 IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Enko Systems, Inc. By: Name Date City of Rancho Cucamonga By: Name Date Title Title By: Name Date Rancho Cucamonga Fire Protection District By: Name Date Title Title (two signatures required if corporation) Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F 8/26/2025 | 6:15 AM PDT Director of Sales 8/29/2025 | 10:53 AM PDT President Fire Chief 8/29/2025 | 11:01 AM PDT 9/17/2025 | 2:29 PM PDT Mayor/President Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 14 ATTACHMENTS  Attachment A – Sample Additional Insured Endorsement, Ongoing Operations  Attachment B – Sample Additional Insured Endorsement, Completed Operations  Attachment C – Sample Waiver of Subrogation Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 15 Attachment A – Sample Additional Insured Endorsement, Ongoing Operations Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 16 Attachment B – Sample Additional Insured Endorsement, Completed Operations Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 17 Attachment C – Sample Waiver of Subrogation Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Vendor Initials PSA without professional liability insurance (contractor) Last Revised: 10/02/13 Page 18 SCOPE OF WORK Scope of Work Contents:  Exhibit A – Proposal Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Proposal To: Specializing in: Fire, Security, Data, Access, CCTV, Audio, Video, Low Voltage ATTN: Andrea Bauer City of Rancho Cucamonga Enko Systems, Inc 1001 S Arrowhead Ave, San Bernardino, CA 92408 (909) 885-7771 For: Semi Annual Fire Alarm Test & Inspection/Monitoring Job Site Location: Multiple City Buildings , Rancho Cucamonga , CA DIR #: 1000001947 ALARM LIC #: ACO 1739 August 25, 2025 Proposal #: 20250247 CSLB C-7, C-10 LIC #: 691828 1 of 4 Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Enko Systems, Inc Confidential Proposal SEMI ANNUAL FIRE ALARM TEST & INSPECTION/MONITORING Scope We hereby submit specifications and estimates for the following: SEMI ANNUAL TESTING AND INSPECTION OF FIRE ALARM SYSTEMS FOR THE CITY OF RANCHO CUCAMONGA UTILIZING BUILDING REPORTS WEB BASED INSPECTION REPORTING SERVICES. 1.PRICE INCLUDES ACTIVATION OF THE FIRE ALARM SYSTEM TO BE DONE ONE TIME EVERY YEAR PER SITE PER THE NFPA-72 TESTING REQUIREMENTS. 2.PRICE INCLUDES INSPECTIONS OF INITIATING, NOTIFICATION DEVICES, AND MAINTENANCE TESTING TO BE TESTED ONCE A YEAR PER SITE. 3.PRICE IS CONTINGENT ON OUR TECHNICIANS HAVING MASTER KEY AND FULL FREE ACCESS TO ALL AREAS FOR THE DURATION OF THE TEST/INSPECTION PER SITE. 4.REPAIR TO MATERIAL FOUND TO BE FAULTY WILL BE CHARGED ON A TIME AND MATERIAL BASIS PER SITE. EACH SITE WILL HAVE A SEPARATE PROPOSAL GENERATED AND AGREED UPON BY THE DISTRICT AND THE CONTRACTOR. 5.PRICE INCLUDES ALL INSPECTIONS UTILIZING A DEVICE SPECIFIC BAR CODE INSPECTION SYSTEM. 6.PRICE INCLUDES PLACEMENT OF BAR CODES ON ALL FIRE LIFE SAFETY DEVICES COVERED IN THE CONTRACT. 7.PRICE INCLUDES MOBILE SCANNING DEVICES USED BY CERTIFIED SCAN SERIES INSPECTION TECHNICIAN.MOBILE SCANNING DEVICES SHALL BE USED TO SCAN THE BARCODES AND PROVIDE VERIFICATION WITHIN THE REPORT VIA A TIME AND DATE STAMP FOR EACH LIFE SAFETY DEVICE INSPECTED AND TESTED. 8.PRICE INCLUDES INSPECTION REPORTS TO BE ACCESSIBLE WITHOUT PROPRIETARY SOFTWARE VIA A SECURE ONLINE DATABASE WITHIN 24 HOURS OF INSPECTION COMPLETION. 9.PRICE INCLUDES ACCESS TO REPORTS AVAILABLE 24 HOURS A DAY,365 DAYS A YEAR VIA PASSWORD PROTECTED LOGIN. PRICING BASED ON PROPERTY SITE LOCATIONS PER THE FOLLOWING BELOW 1) Victoria Gardens Cultural Center (12505 Cultural Center Drive Rancho Cucamonga,CA) 2) RC Sports Center (8303 Rochester Ave Ranco Cucamonga, CA) 3) Epicenter/Sports Complex (8408 Rochester Ave Rancho Cucamonga, CA) 4) Grounds Building (8408 Rochester Ave Rancho Cucamonga, CA) 5) Animal Center (11780 Arrow Route Rancho Cucamonga,CA) 6) City Hall (10500 Civic Center Drive Rancho Cucamonga,CA) 7) Police Department (10510 Civic Center Drive Rancho Cucamonga, CA) 8) Central Park (11200 Baseline Rd Rancho Cucamonga, CA) 9) Lions Center -East (9191 Baseline Rd Rancho Cucamonga, CA) 10) Lions Center -West ( 9191 Baseline Rd Rancho Cucamonga, CA) 11) Archibald Library (7368 Archibald Ave Rancho Cucamonga, CA) 12)RC Resource Center (9791 Arrow Route Rancho Cucamonga,CA) 13) Public Works Service Center (8794 Lion St Rancho Cucamonga,CA) 14)Hazardous Household Waste (HHW) (8794 Lion St Rancho Cucamonga,CA) 15) Corporate Yard Bob Warehouse (9153 9th St Rancho Cucamonga,CA) 16) Corporate Yard Fleet Shop (9153 9th St Rancho Cucamonga,CA) 17) Fire Station 172/Public Safety Facility (8870 San Bernardino Road Rancho Cucamonga,CA) 18) Fire Station 173 (12270 Firehouse Ct Rancho Cucamonga,CA) 19) Fire Station 174,Training Center, District Warehouse & RCFD Fireshop (11297,11285 & 11271 Jersey Bl Rancho Cucamonga, CA) 20) Fire Station 175 (11108 Banyan St Rancho Cucamonga, CA) 21) Fire Station 176 (5840 East Ave Rancho Cucamonga, CA) 22) Fire Station 177 (9270 Rancho St Rancho Cucamonga, CA) 23) Fire Station 178 10595 Town Center Drive Rancho Cucamonga, CA) 2 of 4 Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Enko Systems, Inc Confidential Proposal SEMI ANNUAL FIRE ALARM TEST & INSPECTION/MONITORING Scope (continued) AGENDA SUMMARY PER SITE: -THERE WILL BE (2) PERSONAL CREWS THROUGHOUT THE CITY OF RANCHO CUCAMONGA FACILITIES BUILDINGS. -EACH TECHNICIAN WILL BE WEARING THEIR BADGES AND SAFETY VEST WITH ENKO SYSTEMS INC. LOGO ON THEM. -EACH ENKO SYSTEMS INC. SITE SUPERVISOR WILL CONTACT A DISTRICT REPRESENTATIVE OR A SITE SUPERVISOR BEFORE PROCEEDING WITH THE WORK. -ONCE ON SITE THE ENKO SYSTEMS INC. SITE SUPERVISOR WILL CALL FA CENTRAL STATION MONITORING TO PUT THE SYSTEM ON TEST. -ENKO SYSTEMS INC. SITE SUPERVISOR WILL VERIFY BEFORE LEAVING THE SITE CLEANLINESS IN AS FOUND CONDITIONS. -ONCE THE INSPECTION IS COMPLETED OR THEY ARE FINISHED, ENKO SYSTEMS INC. SITE SUPERVISOR WILL CALL FA CENTRAL STATION MONITORING STATION TO PUT THE SYSTEM ON NORMAL. -ENKO SYSTEMS INC. TECHNICIANS LISTED BELOW ARE ENROLLED AND/OR ARE CERTIFIED IN THE STATE OF CALIFORNIA FIRE ALARM PROGRAM, BUILDING REPORTS TEST AND INSPECTIONS. ENKO SYSTEMS INC. CERTIFIED TECHNICIANS ARE LISTED BELOW: FIRE ALARM CENTRAL STATION CELLULAR MONITORING FOR (27) FACP MONTHLY FEE $1,755.00 TOTAL AMOUNT FOR ONE YEAR $21,060.00 PRICE FOR THE NFPA 72 FIRE ALARM TEST AND INSPECTION UTILIZING BUILDING REPORTS FOR THE AMOUNT OF $64,800.00 3 of 4 Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F SIGNED DATE Matthew Enkosky Director of Sales PRINT NAME TITLE TERMS TITLE ENKO SYSTEMS, INC Matthew Enkosky 8/25/2025 SIGNED DATE PRINT NAME I accept this proposal and hereby authorize Enko Systems, Inc to proceed with the installation of the included systems at the facilities constructing at Multiple City Buildings , Rancho Cucamonga , CA as described in the totality of this document. I understand that the listed Project Total excludes any DSA approval, permits, installation or coordination of conduit, backboxes, rings, floor boxes, flanges, trimplates, and cable tray unless otherwise specifically stated within the contents of this document. I further understand that any 110VAC, drywall, paint, and demolition is excluded from this contract unless otherwise noted within this document. If Payment Bonds are required, I understand a 3% fee will be applied to the Total Amount as listed above. I further authorize Enko Systems, Inc to be granted the facility access that will be required to complete this project in a workmanlike and timely manner and for payment to be made to Enko Systems, Inc. in keeping with the Terms of Payment listed above. It has been made clear to me that there exist no understandings regarding this project with any relevant party unless and until City of Rancho Cucamonga and Enko Systems, Inc agree to such additional or alternate understandings in writing. Project cost and pricing are dependent upon a continual flow of work without interruption or delays imposed by City of Rancho Cucamonga or their staff, construction, other building trades or any other party, and additional costs may be incurred by City of Rancho Cucamonga from Enko Systems, Inc. if such delays result in additional costs that are not covered by the pricing in this proposal. I agree that any additions to and/or deletions from the materials and labor to be provided by my acceptance of this proposal and any resulting changes in cost of this project shall only be by way of written change order and shall be valid only after being signed by City of Rancho Cucamonga and Enko Systems, Inc. This proposal is valid only if accepted in writing by City of Rancho Cucamonga and deposit payment received no later than September 24, 2025. ACCEPTANCE CITY OF RANCHO CUCAMONGA Eighty Five Thousand Eight Hundred Sixty Dollars and No Cents FINANCIAL PAYMENT SCHEDULE Payment terms: NET 30 PROJECT TOTAL $85,860.00 Confidential ProposalEnko Systems, Inc ACCEPTANCE 4 of 4 Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F 08/18/25 Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F 9/17/2025 | 2:29 PM PDT Docusign Envelope ID: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Electronic Record and Signature Disclosure Certificate Of Completion Envelope Id: E3B8E896-CC24-4EFB-9365-E13EDE6FC52F Status: Completed Subject: Complete with Docusign: CO 2025-125 Fire Monitoring Enko Systems.pdf, Single Source (Enko Syste... Source Envelope: Document Pages: 26 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 18 Mark Medina AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Mark.Medina@cityofrc.us IP Address: 199.201.174.250 Record Tracking Status: Original 8/25/2025 3:22:40 PM Holder: Mark Medina Mark.Medina@cityofrc.us Location: DocuSign Signer Events Signature Timestamp Matthew Enkosky MattE@EnkoSystems.com Director of Sales Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.43.103.82 Sent: 8/25/2025 3:39:38 PM Viewed: 8/26/2025 6:09:01 AM Signed: 8/26/2025 6:15:41 AM Electronic Record and Signature Disclosure: Accepted: 8/26/2025 6:09:01 AM ID: 4c102dd5-1afc-4b02-aa16-5381a2f6acee Jim Enkosky JimE@enkosystems.com President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.222.234.109 Sent: 8/26/2025 6:15:43 AM Resent: 8/28/2025 5:20:56 PM Viewed: 8/29/2025 10:37:34 AM Signed: 8/29/2025 10:53:28 AM Electronic Record and Signature Disclosure: Accepted: 8/29/2025 10:37:34 AM ID: a4f8a7f2-965c-4a0c-a908-0709261dc8e7 Mike McCliman Mike.McCliman@CityofRC.us Fire Chief Rancho Cucamonga Fire Protection District Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.145.221.13 Signed using mobile Sent: 8/29/2025 10:53:30 AM Viewed: 8/29/2025 11:01:45 AM Signed: 8/29/2025 11:01:58 AM Electronic Record and Signature Disclosure: Not Offered via Docusign L. Dennis Michael dennis.michael@cityofrc.us Mayor/President City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.116.88.134 Signed using mobile Sent: 9/17/2025 7:00:08 AM Viewed: 9/17/2025 2:29:24 PM Signed: 9/17/2025 2:29:54 PM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp City Clerks Services Department ClerkContracts@CityofRC.us City Clerk City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Using IP Address: 199.201.174.250 Sent: 9/17/2025 2:29:56 PM Viewed: 9/17/2025 5:45:02 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/25/2025 3:39:38 PM Envelope Updated Security Checked 9/3/2025 3:05:15 PM Envelope Updated Security Checked 9/3/2025 3:05:16 PM Certified Delivered Security Checked 9/17/2025 5:45:02 PM Signing Complete Security Checked 9/17/2025 2:29:54 PM Completed Security Checked 9/17/2025 5:45:02 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 2/22/2022 12:08:29 PM Parties agreed to: Matthew Enkosky, Jim Enkosky, Matthew Enkosky, Jim Enkosky Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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