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HomeMy WebLinkAboutMASK - CARDKEY INTEGRATED SYSTEMS GROUP (2)/)­ oo - 0 / f RENEWAL AND AMENDMENT TO SECURITY �T ELECTRONICS MAINTENANCE AGREEMENT 7 THIS RENEWAL AND AMENDMENT TO AGREEMENT, made and entered into this day of "A/Z 2000 by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("CITY") and MASK SYSTEMS INC. dba CARDKEY INTEGRATED SYSTEMS GROUP ("MASK") modifies the tern -is of the contract entered into on January 1, 1999. W-1-T-N-E-S-S-E-T-H CITY wishes to renew its contract dated January 1, 1999 with MASK for security electronics maintenance in the Santa Ana Police Administration and Jail facilities. A copy of the January 1, 1999 contract is attached hereto as Exhibit A. In consideration of their mutual and respective promises, and subject to the terms and conditions as set forth in the contract dated January 1, 1999, the parties hereto do hereby agree to modify paragraph 4(A)(1) of the original contract dated January 1, 1999 as follows: 4. TERM AND COMPENSATION A. SERVICE AND MAINTENANCE 1. The term of this AGREEMENT shall be for twelve (12) months, beginning January 1, 2000. Total payment to MASK by City for this AGREEMENT shall not exceed $376,408,00. Payment of the base maintenance costs of $176,408.00 to MASK by CITY shall be in the form of four quarterly installments of $44,102.00, payable on March 30, June 30, September 30 and December 31, 2000. Payment for part replacement and modifications shall not exceed $200,000.00 and shall be paid within thirty (30) days following receipt of an itemized invoice from MASK and subject to CITY's accounting procedures. All part replacement and modifications shall be pre -approved by CITY. IN WITNESS WHEREOF, the parties hereto have executed this Renewal and Amendment to Agreement the date and year first above written. Ile, Patricia E. Healy Clerk of the Council �w Denali H. Yos Assistant City "Zll � Paul M. Walters, Chief of Police Santa Ana Police Department CITY OF SANTA ANA a municipal corporation of the APPROVED AS TO CONTENT: D�a�vjd N. -Re'am— City Manager MASK Systems Inc Ahmad Ibrahim General Manager Tax ID#77-0413653 ATTEST: , If (2) SECURITY ELEC.TRONZCS MAINTENANCE AGREEMENT THIS AGREEMENT is entered into on the $T day of January, 1999, by and between the City of Santa Ana, a charter city and municipal corporation of the state of California, (hereinafter "CITY") and MASK SYSTEMS INC., dba CARDKEY INTEGRATED SYSTEMS GROUP, (hereinafter "MASK SYSTEMS") WHEREAS, the CITY has need for special services; and WHEREAS, MASK SYSTEMS Is specially trained, experienced, expert and competent to perform such special services, NOW THEREFORE, the parties mutuaily agree'as follows: 9. SCOPE OF SERVICES MASK SYSTEMS agrees to -accept for the duration of this AGREEMENT the exclusive responsibility for all preventive maintenance, repairs, upkeep, training, document maintenance, enhancements and modifications to or on all security electronics equipment and software of the Santa Ana Police Administration and Jail facilities located at 60 and 62 Civic Center Plaza, Santa Ana, CA 92702. Security electronics items covered by this AGREEMENT include all hardware and software and related equipment of the following systems: • Fire Detection, Fire Alarm and Fire Communications System • Door and Gate Controls • Security Alarm Monitoring • Vehicle Detection Systems • Access Control Systems • CCTV Surveillance System • Intercommunication and Paging Systems • Television Signal. Distribution System • Lighting, Power, Telephone and Domestic Water Valve Controls • All Control Panels • Control Electronics Systems • Radio/Dispatch Communications System • Personal Alarm System EXHIBIT A 2. DESCRIPTION OF SERVICES A.MASK SYSTEMS shall maintain no less than (1) one qualified on -site security electronics Field Engineer between the hours of 8:00 a.m. and 5:00 p:m. Monday through Friday, excluding Holidays. Field Engineer(s) provided shall perform all systems and component repairs on -site, when necessary shall replace existing equipment, shall arrange for all shipping and receiving of parts and supplies and. shall conduct training on facility systems when requested. B. MASK SYSTEMS shall provide for the same Field Engineer(s) to be on call during weekends and Holidays for emergency response, and shall guarantee an on -site response in no more than 4 hours in a situation deemed as an emergency by CITY. After hours service calls not deemed as emergencies by CITY shall be addressed the next working day. Field Engineer(s) provided'shall be familiar with the facility and all covered systems. Field Engineer(s) provided shall possess the training, knowledge, skills and ability to maintain and repair all covered systems as per this AGREEMENT. C. MASK SYSTEMS shall, at its expense, provide its Field Engineer(s) with pagers and shall arrange for parking for any of its employees while on -site. CITY shall not provide or pay for pagers or parking for any MASK SYSTEMS' employees. D. MASK SYSTEMS shall maintain on -site, all necessary tools, diagnostic equipment and computers required to achieve proper systems troubleshooting and repairs. E. ' MASK SYSTEMS shall maintain an adequate on -hand spare parts inventory and guarantee that critical spare parts to all covered systems are on -hand at all'times. F. After the first year of this AGREEMENT, should any item of equipment covered by the AGREEMENT be, in the judgment of MASK SYSTEMS in need of replacement, overhaul or refurbishment, MASK SYSTEMS shall provide CITY with written notice of needed action and a cost estimate for needed action. In the event CITY does not issue written authorization for said replacement, overhaul or refurbishment within sixty (60) days of receipt of such notice, MASK SYSTEMS shall have the option to: 1. Be relieved of maintenance responsibility for said item of equipment or the associated system in its entirety. Page 2 of 8 2. Upon mutual agreement, provide maintenance service on a time and material basis in accordance with MASK SYSTEM's standard charges for such services. 3. CITY RESPONSIBILITIES RE MAINTENANCE SERVICE A. CITY shall provide adequate storage space for spare parts, adequate work space, sufficient heat, lighting, ventilation, and electrical supply outlets for the use of MASK SYSTEMS' Field Engineer(s). B. CITY shall not allow any person or entity other than MASK SYSTEMS or an authorized service representative of MASK SYSTEMS to perform any maintenance or attempt any repair. to or on any covered equipment, throughout the life of this AGREEMENT. C. CITY shall not cause any modifications or accessories, attachments, features or devices to be added or deleted from covered equipment without prior written approval from MASK SYSTEMS. D. CITY shall not hire or attempt to hire any employee of MASK SYSTEMS at any time throughout the life of the AGREEMENT and for a period of twelve (12) months from the date of termination of the AGREEMENT. Further, CITY shall not hire any former employee of MASK SYSTEMS within eighteen (18) months of that employees date of separation of service from MASK SYSTEMS. 4. TERM AND COMPENSATION A. SERVICE AND MAINTENANCE 1. The term of this AGREEMENT shall be for twelve (12) months, beginning January 1, 1999. Total payment to MASK SYSTEMS by CITY for this AGREEMENT shall not exceed $283,641.00. Payment of the base maintenance costs to MASK SYSTEMS by CITY shall be in the form of, four quarterly installments of $70,910.25, payable on March 30, June 30, September 30, and December 31, 1999. Costs for any and all modifications or enhancements to covered systems will be billed for pre - approved time and materials. Payment by CITY shall be within thirty (30) days following receipt of an itemized invoice and subject to CITY's accounting procedures. 2. No less than 30 days from expiration of the AGREEMENT, CITY has the right to renew the AGREEMENT for an additional twelve N2) months. Page 3 of o CITY may renew the AGREEMENT in this fashion up to two times, thereby extending the AGREEMENT to a maximum of three (3) years Costs for each twelve (12) month extension are as follows: Year 2 Not to exceed $376,408.00 Year 3 Not to exceed $290,200.00 3. Costs for on -site service calls between the hours of 5:01 p.m. and 7:59 a.m., or on weekends or Holidays are not included in the AGREEMENT. Any such on -site service calls shall be billed at the rate of $75.00/hr with no hourly minimum. 4. Additional specialized personnel, such as installers of pipe or wire and special programming are not included'in this AGREEMENT. Any and all work performed by such personnel and the cost for any such work shall be agreed to,in writing by CITY prior to start of work. Hourly rates for such personnel is as follows: Installers . $55.00/hr. 2 hour minimum Programmers $105.00/hr. 3 hour minimum Engineering $75.00/hr. Initial 80 hours included in AGREEMENT Technical $55.00/hr. No minimum Drafting/ Documentation $45.00/hr. Initial 80 hours included in Materials 1 Other AGREEMENT than spare parts Cost plus 25%, not including taxes All modifications shall be approved in writing by the CITY's Project Manager or his designee prior to the expenditure of funds. Receipts documenting such expenditures shall be provided to the Project Manager 5. INSURANCE A. MASK SYSTEMS shall provide worker's compensation insurance as required by California law. In addition, MASK SYSTEMS shall carry comprehensive general liability insurance, including product, contractual, and broad form ven'dor's coverage, with minimum limits of one million dollars ($1,000,000.00). MASK SYSTEMS shall furnish to CITY a certificate of insurance indicating that such insurance is in effect. Page 4 of 8 B. Comprehensive General Liability Insurance shall contain the following clauses: "The City of Santa Ana is added as an additional insured as respects operations of the named -insured performed under AGREEMENT with the City of Santa Ana." 2. "It is agreed that any insurance maintained by the City of Santa Ana shall apply in excess and not contribute with, insurance provided by this policy." C. If MASK SYSTEMS fails or refuses to procure or maintain the insurance required by this paragraph or fails -or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this AGREEMENT. 6. INDEMNIFICATION A. CITY and MASK SYSTEMS waive any and all right of recovery from each other for property damage or loss of use thereof, howsoever occurring. This waiver shall include but not be limited to, losses covered by policies of fire, extended coverage, boiler explosion and sprinkler leakage. This waiver shall not apply to claims for personal injury or death. B. MASK SYSTEMS shall indemnify, defend and save CITY harmless from and against any and. all claims for damages, including bodily injury and property damage, arising out of MASK SYSTEM's performance of this AGREEMENT which constitutes negligence or willful misconduct. C. Neither party hereto may assert against the other party any claim in connection with this AGREEMENT unless the asserting party has given the other party written notice of the claim within one (1) year after the asserting - party first knew or should have known of the facts giving rise to such claim. 7. PERSONNEL A. Employees of MASK SYSTEMS will be subject to the CITY's Rules, Regulations and Guidelines at all times while on CITY premises. B. On -site Field Engineer(s) of MASK SYSTEMS are subject to background investigation by the Santa Ana Police Department. In its sole discretion, CITY may reject any employee MASK SYSTEMS wishes to assign to on -site status. S. . TERMINATION OF AGREEMENT CITY and MASK SYSTEMS each have the right to terminate the AGREEMENT, without cause, with thirty (30) days written notice to the other party. Notice is deemed Page 5 of 8 received upon personal service or five -days after mailing. MASK SYSTEMS shall be paid for all work satisfactorily completed prior to the effective date of such termination. 9. NOTIFICATION All notices or other communication hereunder shall be deemed to be duly given when made in writing and delivered in person or deposited in the United States Mail, postage paid, certified mail, return receipt requested and addressed as follows: To CITY: Russ Davis City of Santa Ana Purchasing Department PO Box 1981 Santa Ana, CA 92702 To MASK SYSTEMS: Ahmad Ibrahim Mask Systems, Inc. d.b.a. Cardkey Integrated Systems Group 11959 Discovery Court Moorpark, CA 93021 10. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This AGREEMENT represents the complete and exclusive statement of this AGREEMENT between the CITY and MASK SYSTEMS, and supersedes any and all other agreements, oral or written, between the parties. This AGREEMENT may not be modified except by written instrument signed by the CITY and by an authorized representative of MASK SYSTEMS. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate MASK SYSTEMS nor the CITY. 11. NON ASSIGNMENT OF AGREEMENT. Inasmuch as this AGREEMENT is intended to secure the specialized services of MASK SYSTEMS, MASK SYSTEMS may not assign, transfer, delegate, or sublet any interest therein without the prior written consent of the CITY and any such assignment, transfer, delegation or sublease without the CITY's prior written consent shall be considered null and void. 12. EMPLOYMENT STATUS. MASK SYSTEMS shall, during the entire term of the AGREEMENT, be construed to be an independent Contractor and not an employee of the CITY. This AGREEMENT is not intended nor shall it be construed to create an employer -employee relationship, a join venture relationship, or to allow the CITY to exercise discretion or control over the professional manner in which MASK SYSTEMS performs the services which are the subject matter of the AGREEMENT; provided always, however, that the services to be provided by MASK SYSTEMS shall be provided in a manner consistent with all applicable standards and regulations governing such services. Page 6 of 8 13. WARRANTY OF MASK SYSTEMS. MASK SYSTEMS warrants that MASK SYSTEMS and each of the personnel employed or otherwise retained by MASK SYSTEMS are properly certified and licensed under the laws and regulations of the State of California, if required, to provide the special services herein agreed to. . 14. CONFLICT OF INTEREST CLAUSE MASK SYSTEMS covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this AGREEMENT. 15'. CERTIFICATION OF NONDISCRIMINATION MASK SYSTEMS shall not discriminate because of race, color, religion, sex, sexual orientation, age, national origin, disability or status as a Vietnam Veteran,'as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,'termination or other employment related activities. MASK SYSTEMS affirms that it Is an equal opportunity employer and shall comply with- all applicable federal, state and local laws and regulations. 16. VALIDITY If any term, covenant, condition or provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the . provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 17. LAWS GOVERNING THIS AGREEMENT This AGREEMENT and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This AGREEMENT has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this AGREEMENT shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this AGREEMENT. 18. CITY'S PROJECT MANAGER For the purposes of this AGREEMENT, Jail Administrator Russ Davis, or his designee, will be the CITY's Project Manager. All project responsibilities that belong to the CITY will be coordinated and managed by Russ Davis. Page 7 of 8 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be signed by"their duly authorized representatives the day and year first above written. ATTEST: Tce C. Guy lerk of the Council APPROVED AS TO FORM: Hugh Halford Assistant City Attorney APPROVED AS TO CONTENT: �a David N. Ream City Manager RECOMMENDED FOR APPROVAL.: Paul M. Walters Chief of Police CITY OF SANTA ANA, a municipal corporation of the State of California ,r 'M ueI A. Puiiao Mayor MASK SYSTEMS Ahmad brahim General Manager 77-- o V13 ( s3 Employer ID # OF 1ndiv1duaU-&84 ATTEST: Page 8 of 8