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Home My WebLink AboutORANGE, COUNTY OF (6)-2009A-2009-093A ~~. N INSURANCE NOT REC~UIRED WORK MAY PROCEED ~~ CLERK OF COUN'I~ ~aT~ -j _~ o -4~ ~- '~ 1 ~~ U MEMORANDUM OF UNDERSTANDING FOR PURCHASE AND INSTALLATION OF PARKING CONTROL EQUIPMENT FOR CIVIC CENTER PARKING LOTS THIS MEMORANDUM OF UNDERSTANDING ("MOU"), dated June 26, 2009, is entered into by and between the County of Orange, a political subdivision of the State of California (hereinafter "County") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS 1. The City and the County co-own the parking structures in the Santa Ana Civic Center and use the parking revenue to manage and fund the maintenance and development of the Santa Ana Civic Center area (hereinafter "Civic Center"). 2. The County currently manages the various parking structures in the Civic Center. 3. The City purchased and installed a SkiData Parking Access and Revenue Control System ("PARCS") during the construction of the Superblock Parking Structure adjacent to the new appellate court. 4. The County now desires to replace the existing parking control systems in the Courthouse Library parking structure, the Stadium Garage paring structure, and the Intake Release Center ("IRC") surface parking lot, with SkiData PARCS in an effort to develop uniform parking control systems in all Civic Center parking structures. 5. Funds are available and allocated in the Civic Center Parking Maintenance Fund, for the purpose of purchase and installation of SkiData PARCS in the Courthouse, Stadium and IRC parking structures. 6. Sentry Control Systems, Inc. ("Sentry") is the exclusive supplier of SkiData equipment in the Santa Ana area. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. COUNTY OBLIGATIONS a. County shall review and approve the Sentry Scope of Work with regard to the PARCS for each parking structure, prior to City placing an order for such equipment and installation services. . + b. Prior to commencement of the project the County shall deliver to the City an estimated equipment installation schedule and schedule of estimated progress payments as well as any Project Change Notices. c. County shall provide ongoing construction management including: 1. Securing all proper authorization to proceed with the Project(s) 2. Performing equipment installation inspection and related progress/payment report approvals 3. Collecting required Sentry documents including insurance and bonds 4. Processing approval of necessary change-orders 5. Performing construction support and final approval, equipment testing and punch list completion d. County shall be responsible for all installation work designated as "Others" in Sentry Proposals. e. County will promptly notify City of any Mechanic, Material or Supplier liens filed on the Project(s). f. County will, on filing Notice of Completion, obtain Mechanics and Materialman's lien release or Supplier's lien release, from Sentry. County will provide copy of all lien releases to City, prior to City releasing final payment to Sentry. g. County shall reimburse City for all costs associated with the Project out of Civic Center Fund 828. h. County will complete Projects funded by Civic Center Fund 828, prior to commencing any other PARCS Project. 2. CITY OBLIGATIONS a. City shall purchase equipment and installation services as set forth in Sentry Proposals GJ-39553-1E (IRC); GJ-39869-2E (Stadium); and GJ-39961-6E (Courthouse), (or updated versions of said proposals as may be approved by County) attached hereto as Exhibits A, B and C, respectively (hereinafter "Projects(s)"). b. City will review change orders as approved by County, and if necessary process change notice to this MOU. c. Upon completion of the Project(s), City will deliver to County any guarantee, installation manuals, instruction manuals and warranties provided to City by Sentry and/or SkiData. 2 3. PAYMENT OF PROJECT COST Projects will be paid out of Fund 828. County will process progress payments in advance on an estimated percent completion basis in order to ensure that City will have on hand, funds required to pay Sentry as County approves actual completion of work reflected in Sentry payment invoices. Upon receipt of Sentry invoice, City will deliver a copy to County. County will review invoices to ensure Sentry is paid only for completed work. Payments to City will be processed as regular monthly City billing to County billing for Civic Center Fund 828 costs. City will, on receipt of funds from the Civic Center Parking Maintenance Fund and approval of Progress payment by County, promptly issue payment on approved Sentry invoices. 4. REPRESENTATIVES City Representative: The Santa Ana City Manager, or an authorized designee, shall be City's representative in all matters pertaining to this MOU. County Representative: The Director of OC Public Works, or an authorized designee, shall be County's representative in all matters pertaining to this MOU. 5. TERM This MOU shall commence on the date first written above and terminate upon final acceptance of the Projects by County, unless terminated earlier in accordance with Section 11 below. Equipment shall be installed in accordance with the schedule set forth in Exhibit D. 6. CONFIDENTIALITY If any party receives from another party, information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, the receiving party agrees that it shall not use or disclose such information except in the performance of this MOU, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this MOU. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving party without an obligation of confidentiality; (d) is required to be disclosed by 3 operation of law under, among other things, the California Public Records Act; or (e) is independently developed by the receiving party without reference to information disclosed by the other party. 7. NOTICE Notices or other communications required or permitted under this MOU shall be provided as follows: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. BOX 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-5414 To County: Orange County Public Works Agency OC Facilities, Asset Management 300 N. Flower Street, Suite 648 Santa Ana, CA 92703-5000 With courtesy copy to: OC Facilities, Parking Administration 300 N. Flower Street, Suite 648 Santa Ana, CA 92703-5000 A party may change its address by giving notice in writing to the other parties. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 4 8. TERMINATION This MOU may be terminated by either party upon thirty (30) days written notice of termination. Upon Termination by County, City will: a) Place no further orders for equipment or installation; b) Terminate all orders and subcontracts; c) With the approval of the County, settle all outstanding liabilities and claims arising out of such termination of orders and subcontracts; Except as provided in this section, upon termination, City will have no further obligation to County pursuant to this MOU. The County shall cause payments to be made to City within thirty (30) days of termination for all outstanding invoices submitted to the County prior to the effective date of termination, as well as for other costs incurred prior to, or as a result of, the termination, including, without limitation all cancellation or restocking fees resulting from the cancellation or return of Sentry products or services, ordered by City prior to the effective date of termination. 9. JURISDICTION -VENUE This MOU has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this MOU shall be determined and governed by the laws of the State of California. All 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 MOU. 10. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind its respective parties to each of the terms of this MOU,and shall indemnify the other party fully, including reasonable costs and attorney's fees, for any injuries or damages to those parties in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this MOU. // // // 5 .. IN WITNESS WHEREOF, the parties hereto have executed this MOU the date and year first above written. CITY OF SANTA ANA \ ~.. DAVID N. M, City anager A Patricia E. Healy, Clerk of the APPROVED AS TO FORM: ~, L Joseph W. Fletcher, City Attorney COUNTY OF ORANGE BY: Tony ernard, Manager Title: Purchasing & Contract Services ATTEST: By: 6 APPROVED AS TO FORM: