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HomeMy WebLinkAbout25F - AGREEMENT ANNUAL MAINTENANCE SIMPLEX GRINNELL LPREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: December 19, 2011 TITLE: AGREEMENT TO PROVIDE ANNUAL MAINTENANCE AND SUPPORT FOR SIMPLEX/GRINNELL LP. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1s` Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached amendment to the agreement with Simplex/Grinnell LP, for the annual maintenance and support of the Electronic Door Access System in an amount not to exceed $14,796.00, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On July 6, 2009, Council approved the agreement with Simplex/Grinnell LP, to provide annual maintenance and support of the Electronic Door Access System. The Police Department currently uses the card access control system as a part of the controlled entry into the Police Administration Building, Jail facility, and a portion of City Hall. The Santa Ana Police Department wishes to amend said Agreement to provide for an additional year of basic service and maintenance. This system is proprietary and can only be serviced by Simplex/Grinnell LP. The recommended action will allow for continuous service to the Santa Ana Police Department, the Jail facility, and Santa Ana City Hall. FISCAL IMPACT Funds are available in the Police Department's Computer Services fund (account no. 01114425- 62300). APPROVED AS TO FUNDS AND ACCOUNTS: Paul M. Walters Interim City Manager Police Department Francisco Gutierrez Executive Director "- Finance & Mgmt. Services Agency 25F-1 25F-2 THIRD AMENDMENT TO CONSULTANT AGREEMENT THIS THIRD AMENDMENT TO AGREEMENT, is entered into this day of 2011, by and between Simplex/Grinnell LP, a California corporation (hereinafter "Consultant"), 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: A. City and Consultant entered into Agreement No. N-2008-160, dated December 1, 2008, for the service and maintenance of electronic door access systems (hereinafter "said Agreement"). B. City and Consultant entered into a First Amendment to Agreement No. A-2009-195, dated October 1, 2009, amending the Scope of Services to provide system testing and maintenance services, amending compensation to pay for additional services, and extending the term of the Agreement for an additional one-year period. C. City and Consultant entered into a Second Amendment to Agreement No. A-2010-229, dated November 1, 2010, amending the Scope of Services to provide system testing and maintenance services, amending compensation to pay for additional services, and extending the term of the Agreement for an additional one-year period. D. In accordance with the terms and conditions of said Agreement, the Parties desire to extend the term of said Agreement for an additional one-year period, increase compensation to pay for services provided during the extended term, and delete and replace the indemnification language. NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to all the terms and conditions of said Agreements except as herein modified, the parses agree as follows: 1. Section 2, COMPENSATION, shall be amended to increase compensation to an amount not to exceed $14,796.00 to pay for system testing and maintenance services provided during the extended term. 2. Section 3, TERM, shall be amended to extend the term of said Agreement for an additional one-year period through October 31, 2012. 3. Section 6, INDEMNIFICATION, shall be deleted in its entirety and replaced with the following: 25F-3 "Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Such indemnification does not extend to any incidents of negligence, malicious actions or omissions, or intentional misconduct by the City of Santa Ana, its officers, employees, and/or agents." 4. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. 25F-4 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Agreement on the date and year first written above. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Third Amendment to Agreement. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SAN'T'A ANA PAUL M. WALTERS Interim City Manager APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY B? ?- TE A L. JUDD Assistant City Attome SIMPLEX/GR (NAME) 'STEP RHEAUME (Title) ( Total :ice Manager IT It( 25F-5 25F-6