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HomeMy WebLinkAboutMASK SYSTEMS, INC. 2 -2007 A-2007-013 0: pf) RscfI,L.. ;;z.!IR/o7 . FEB 0 7 ZOOl lHIS AGREEMENT, made and entered into this 16th day of January, 2007 by and between MASK Systems, Inc., 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"). CONSULTANT AGREEMENT RECITALS A The City desires to retain a consultant having special skill and knowledge in the field of electronic security systems, to provide emergency and preventive maintenance for the jail security system. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. 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. SCOPE OF SERVICES Consultant shall perform those services required to maintain the Santa Ana Jail's Security System operating at is optimum condition without interruption, as set forth in City's Request for Proposals and Consultant's Proposal, incorporated by this reference as Exhibit A to this Agreement. Consultant and City shall mutually agree to a preventive maintenance schedule for those components which will be serviced on a bi-annual schedule. City has not elected to include an upgrade to the existing redundant 90-70 GE PLC CPU. During the term of this agreement City may elect to upgrade this equipment for the $59,000 quoted by Consultant. 'TT.'} (.I' I <.<.. I ~ ~r< d tr....- i ~" <l '''j ~ .: n l./. ,.1:r 2. COMPENSA nON a City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Consultant's Cost Sumnuuy Form, attached as Exhibit B to this Agreement. The total sum to be expended for security system maintenance costs shall not exceed $188,300.00 during the first year of this Agreement. Payment shall be made in twelve (12) equal monthly installments, subject to City accounting procedures. b. Payment for part replacement and modifications shall not exceed $200,000.00 annually during the three (3) year term of this Agreement. Payment by City shall be made upon completion of the project or as agreed upon by the parties, subject to City accounting procedures. All part replacement and modifications shall be pre-approved, in writing, by City. Payment need . not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM The term of this Agreement shall commence on January I, 2007 and terminate on December 31, 2009, Wlless terminated earlier in accordance with Section 12, below. The term of this Agreement may, at the option of the City, be extended for up to two additional one-year periods, at the rates and charges set forth in Exhibit B. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this 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, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, Wlemployment insurance and similar taxes relatiog to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to Wldertaking performance of work Wlder this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volWlteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amoWlts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amoWlt of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement and shall be approved in form by the City Attorney. b. Vendor's Protective Liability and Property Damage Insurance. Consultant shall maintain vendor's protective liability and property damage insurance in the amoWlt of $1,000,000.00. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against 2 liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall stale that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Consultant fails or refuses to produce or maintain the insurance required by this section 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. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold hann1ess the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (I) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, 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 terms of or effects arising from this Agreement. This indemnity and hold hann1ess 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 hann1ess, 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. 3 7. CONFIDENTIALITY If Consultant receives from the Ci1y information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, . 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 par1y by any subsidiary and/or agent of the other par1y is covered by this Agreement. 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiali1y; (d) is required to be disclosed by operation oflaw; or (e) is independently developed by the Consultant without reference to information disclosed by the Ci1y. 8. CONFLICT OF INTEREST CLAUSE Consultant 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. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To Ci1y: Clerk of the Ci1y Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Chief of Police Ci1y of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 245-8007 4 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: MASK Systems, Inc. 11959 Discovery Court Moorpark, California 93021 Telefacsimile (805) 532-2332 Attn: Ahmad Ibrahim A party may change its address by giving notice in writing to the other party. Thereafter, 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 excl uded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 5 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shalI be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of Califomia 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. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notifY the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a 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 Agreement, and shall 6 indenmifY Ci1y fully, including reasonable costs and attorney's fees, for any injuries or damages to Ci1y in the event that such authori1y 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 Agreement. c. Ci1y shall provide adequate storage space for spare parts, adequate work space, sufficient heat, lighting, ventilation, and electrical supply outlets for the use of Consultant's Field Engineers. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA /- / ~..~ ---::e~ -- PATRICIA E. HEALY ,/ Clerk of the Council ~~ DAVID N. RE Ci1y Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER Ci1y Attorney B~~l.JJ~d; L a Sheedy Assistant Ci1y Attorney . MASK SYSTEMS, INC. ~/'----~ / (bJa"I~_) D IBRAHIM President ~VU1 /Jl J-~ SA M. SOSA' .' Corporate Secretary TaxID# 17-tW"2,{, ~ 3 7 "---1 SECTION 1 DECLARATION OF VENDOR'S ABILITY TO PROVIDE REQUESTED SERVICES / DETAILED PLAN FOR PROVIDING THE REQUESTED SERVICES IN RESPONSE TO RFP ITEM - FORM OF PROPOSAL - PAGE 6 - ITEM 1 SUB-SECTION 1.1 PROPOSED PREVENTATIVE MAINTENANCE SCHEDULE SUB-SECTION 1.2 METHODS OF HANDLING BOTH CRITICAL AND ROUTINE PROBLEMS PROPOSED RECORD KEEPING SYSTEM SUB-SECTION 1.3 PROPOSED QUALITY CONTROL PLAN EXHIBIT A ~ MASK Systems, Inc. declares that it is capable of providing the required services to maintain the Santa Ana Jail's System operating at their optimum condition with absolutely minimum interruptions, based on our past and current expertise in initial engineering and installation, service and maintenance of similar security control systems in correctional facilities. ~.-.......~. ________j SUB-SECTION 1.1 PROPOSED PREVENTATIVE MAINTENANCE SCHEDULE Preventative. Maintenance will be inclusive of the following services; inspection, cleaning, calibrating, testing and certification of the installed Security Electronic Systems at least twice a year to ensure that the subject systems are fully operational and are functioning within the manufactures recommended tolerances. The following PMP Schedule, contains the following information ( elements: COLUMN ONE: COLUMN TWO: COLUMN TWO: COLUMN THREE: SYSTEM TYPE SYSTEM COMPONENT FREQUENCY OF SERVICE TYPE OF SERVICE Based upon the acceptance of the PMP by the RFP Review Committee, facility specific PMP schedules will be developeli along with a Master Schedule. These schedules will be based upon the as-built conditions of the subject facility systems and will list the system types and components that are installed at each facility. In association with the historical data that is accessible through the computer based Trouble Reporting System, Preventative Maintenance ) will be conducted at the subject facilities in accordance to the Facility Specific Preventative Maintenance Schedule. A Daily Preventative Maintenance Log will be coordinated and maintained during all Preventative Maintenance activities. These logs will be maintained on site at all times. Defects that are found during Preventative Maintenance, will be coordinated in a manner that is identical to a Trouble Report and corrected accordingly. In addition to the following PMP Schedule MASK Systems, Inc is also attaching an example of a "Preventative Maintenance Log", to substantiate our ability to provide the subject services in a professional and timely manner. ) --'; ----- } ) ) ~ ~ s u CI.l ~ U ~ ~ ~ ~ ~ =-- r"'I oj U 1;; en ~ .... .... " ~ " en " 0 .,; " ~ 1:: ~ to ~ '" " <.l g 0 :E " S " .... 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E ,!:! > '" ~ E '" 0 w ~ z ::;: ~ ~ III '---'1 SUB-SECTION 1.2 METHODS OF HANDLING BOTH CRITICAL AND ROUTINE PROBLEMS PROPOSED RECORD KEEPING SYSTEM .~ The overall intent of the following plan is to demonstrate to the RFP Review Committee how MASK will provide Emergency Maintenance Services in accordance to the two levels of prioritized emergency maintenance services, so that the subject systems are repaired in the least possible time. Upon receipt of a Trouble Report from the owner representative, the subject system component will be repaired on or before the following prescribed duration's -as so required by RFP item, 2- d-l& 2- I. CRITICAL PROBLEM RESPONSE Respond to and commence work: Complete repairs: Four (4) hours Eight (8) hours 2. ROUTINE PROBLEM RESPONSE Respond to and commence work: Complete repairs: One business day End of third business day The installed system components are classified to the Critical and Routine Problem Response categories, in the following manner: 1. CRITICAL ) Critical problems are those which obstruct or seriously impair security, safety or facility operations, such as failure of a system head-end system or more than one field device. Critical problems shall be repaired in the least possible time, and will require the greatest possible effort from the Contractor. Repair of critical problems will always take precedence over other repairs and preventive maintenance. 2. ROUTINE Routine problems are any problems covered under the contract which are not identified as critical problems,for example a singlefzeld device is not working as long as this single device does not seriously impair security, safety or facility operations, such as a sally port door. MASK System, Inc. is proposing to implement a manual and computer based tracking system for monitoring and management of Critical and Routine services calls. This system has already been implemented at seven other correctional facilities in Southern California. The key elements of this system are as follows. ) _./ The system is based upon a standard / off the shelf-Data Base Management Application Program, that is available from many local retailers. The Data Base report folder(s) format can be modeled after the existing reports or can be enhanced (user defined) to provide additional information. For example, the attached Trouble Report (please reference Exhibit One, at the end of this section) has utilized some of the fields of information that are utilized on the existing data base folder, which will allow all parties a rapid / standardized method of inputting information. Based upon the information that is posted to the data base from the trouble report and other information sources, reports can be generated based upon anyone field of information or a combination of fields. For example: ~~ Question: How many Trouble Reports were issued at anyone building (Jail versus Police Department). Facility name, Date / Time that Trouble Reports were issued, total amount of Trouble Reports for the subject time period. Fields of information: Report format: A. ) B. Tabular A Tabular report will list in a linear format each Trouble Report by: Facility, Trouble Report Number, Date / Time and a summary report, stating the total amount of Trouble Reports that were issued at each Facility for the subject period oftime. Bar Chart / Pie Chart / Graph Chart The above mentioned charts can be generated to demonstrate the total quantity of Trouble Reports, per facility. Each Chart Point, can represent a specific time reference. For example, each Chart Point could represent; one day or one week or one month. Therefore, the chart would show in a diagrammatic format up or down swings in the amount of Trouble Reports for the subject period. Additional benefits of the Reporting System are: I. Isolating and then fixing system problems that may reoccur, preventing reoccurring Trouble Reports. Therefore, the quantity of Trouble Reports should be reduced and the costs associated with processing are reduced, allowing Facility Personnel to allocate time to other facility functions. 2. Tracking of Spare Parts (based upon past usage) to ensure that spare parts are available for corrective and preventative maintenance. 3. Increase the integrity of the systems, which will provide a higher level of security at the subject facilities because the systems are functioning. 5. Increased accuracy of information for Performance Review Meetings and Preventative Maintenance Programs. Reduction in cost and time for the processing and tracking of individual Trouble Reports. ----l 4. Based upon the usage of a computer based tracking system and the pre-printed forms, our firm is submitting the following Corrective Maintenance Policy & Procedure for the RFP Review Committees review and approval. If the RFP Review Committee would like to amend the following plan, please do not hesitate to contact us with any recommendations. I. Our firm will maintain a twenty-four (24) telephone number and service response organization. 2. Upon notification of a Emergency Maintenance situation, the designated owner representative will complete Section A of the Trouble Report which identified the following information: A. Critical or Routine problem B. Facility location (Jailor Police Department). C. Date report filed D. Time report filed E. Person filing report F. Building # or name G. Device location H. Door # or name I. Description of trouble report 3. As soon as item 2 above is completed by the owner representative, MASK Systems, Inc. will be contacted by the owner representative at the 800 telephone number that is manned 24 hours per day and seven days per week. When the owner representative makes contact with MASK's representative, the information that is detailed in item 2 above is given. After this telephone conversation ends, the owner representative will complete the first three items that are detailed on the Trouble Report, Section B, which consist of the following information. A. Date MASK contacted B. Time MASK contacted C. MASK person contacted 4. In accordance to the prescribed response requirement (Critical versus Routine), MASK's Service Technician will be contacted by MASK representative. 5. Upon arrival at the facility, the Service Technician will report directly to the owner representative. The Service Technician will then complete the first two items that are listed in Part C of the Trouble Report which consist of the following information. A. Date on site B. Time on site 6. The Service Technician will then proceed directly to the area / system / component that is in question, so that a cause / effect / repair determination can be established. 4 ) 7. After the Service Technician has visited the subject area / system he / she will determine if the cause of the repair is covered by the Service Agreement. If the repair is the result of Vandalism or an Act of God the Service Technician will report back to the owner representative requesting an approval for a Bilabial Call. The technician will then proceed with the repair requirements. Before the Service Technician leaves the facility he/she will follow the following protocol: 8.1 The Service Technician will report back to the Owner Representative and state the condition of the Trouble Report (expired or pending). 8.2 EXPIRED VERSUS PENDING TROUBLE REPORTS 8.2.1 EXPIRED: If the Trouble Report is expired, the Service Technician will complete the Trouble Report and report such to the owner representative. Acopy ofthis report will be sent to MASK's corporate office by the Service Technician, so that the subject information is posted to the Data Base System and if applicable, a invoice generate and distributed the Owner Representative for materials and or labor payment. 8.2.2 PENDING: If the Trouble Report is pending, the Service Technician will state on the Trouble Report the reason that the Trouble Report could not be expired and the course of action that is being taken to expire the Trouble Report (inclusive of the date and time that the Technician will be returning to the site). When the Service Technician returns to the Facility, she / he will report to back to the owner representative and adhere to the above- mentioned policy. 8. In conclusion, our firm believes that the above mentioned plan will allow all persons involved, a method of maintaining the quality / integrity of the facilities and systems in a timely, professional and cost effective manner. Our firm encourages the RFP Review Committee and Facility Personnel to evaluate this plan and provide us with your input and recommendations for amendments if required. ) -:-l EXHIBIT 1 TROUBLE REPORT I 1291 I TROUBLE REPORT/PARTS ORDER FORM IIN-STOCK LOG/INVOICE I l A) TO BE COMPLETED BY SAPD BEFORE CONTACTING MASK CRITICAL OR ROUTINE: I r FACILIlY NAMe I TI DA TIE REPOI~T FILED; I I TIME REPORT FILED: PERSON FlUNG REPORT: I I BUILDING I OR NAME: DEVICE LOCA ON: DOOR" OR NAME: . I I I l I I DESCRIPTION OF TROUBLE: I B) TO BE COMPLETED BY SAPD AFTlI:R CONTACTING MASK I DATE MASK CONTACTED: TIME MASK CONTACTIED: MASK PERSON OONTACTIEC: I , I I I I SAPO ACCEPTANCE OF REPAIR: SAPO i'lUTH. OF BILLABLE WORK: I [ L , I C) TO BE COMPLETED JlJy MASI\: SYSTEMS, INe. I r ON SITe, TIME ON SITE: DATE CO~PLETED: TIME COMPLETED: I I I r I I I r DESCRIPTION OF SERVICES PROVIDED LABOR HOURS EXPENDED: NO. OF PARTS IN STOCI<: PART REQUIRED: aiY PARTS USED: I I I [ I I I 1 I PARTS ORDER FORM: , MANUFACTURES NAME: MNFR. TE1.. NO.: VENDOR NO.: PART NO.: MODEL NO.: I I [ I [ II r I I DESCRIPTION OF PART: MINIMUM IN STOOl(; REQUIRED. FOR REP"'IR: ANTICIPATED DEUVERY: DATE RECEIVED PART: I I I [ r I I I II , I BILLABLE CALL INVOICE: I INVOICE NO. INVOICE 0... TE: I I I I ---l SUB-SECTION 1.3 PROPOSED QUALITY CONTROL PLAN MASK Systems, Inc. will coordinate and administrate our Quality Control Plan in accordance to the following guidelines: ) ) As part of this proposal, MASK will provide Contract Manager. The Contract Manager shall be responsible for the overall management and coordination of the Contract and shall act as the administrative point of contact with the City. The Contract Manager or his I her designee will be available twenty-four per day, seven days a week via the 800 service line. Prior to mobilizing any persons to the project the Contracts Manager or his I her designee will conduct a preliminary Project Team Back Ground Review. This review will be conducted to ensure that the subject employees' historical background is in compliance with the RFP requirements. Prior to any person being mobilized for service, the Contracts Manager or his I her designee will conduct a Safety I Security Training Seminar. The intent of this Training Seminar is to ensure that all employees that will be entering the facility are familiar with and will comply with all facility regulations. The Contracts Manager or his I her designee will be responsible to coordinate all labor requirements for Corrective Maintenance and Preventative Maintenance, so that the subject services are provided in a timely manner, professional manner and in accordance to contractual guidelines. This coordination will include: 1. 2. 3. 4. 4.1 4.2 4.3 4.4 4.5 Scheduling of Service Personnel for Corrective Maintenance. Daily review of Critical and Routine Trouble Reports to ensure that the subject services were provided within in prescribed time requirements. If there appears to be a discrepancy between the prescribed time period for repairing the subject systems and the actual time for repair, the Contracts Manager or his I her designee will review the subject event with the Service Person that was mobilized to the facility for this repair and establish a course of action to prevent this type of event from reoccurring. Daily review of Critical and Routine Trouble Reports to ensure that spare parts are replenished. Daily review of Critical and Routine Trouble Reports to circumvent reoccurring system faults. If there appears to be a reoccurring system fault, develop a course of action to solve this issue. Staging and coordination of equipment and personnel for Preventative Maintenance. Including: 4.5.1 Reviewing the computer based Critical and Routine Trouble Reports for the previous period, so that reoccurring system faults are analyzed and addressed during the Preventative Maintenance activities. 4.5.2 Review the in stock computer based tracking system to ensure that equipment that is needed for the Preventative Maintenance activities is in stock. -l 4.5.3 Review the Critical and Routine Trouble Reports for the previous period with the Preventative Maintenance Service Personnel prior to mobilization to the subject facility. The intent of this review will be to identifY reoccurring system faults and to establish a course of action that will limit their r.eoccurrence. 4.5.4 After the mobilization of personnel to the subject facilities, confirm that the personnel have: A. Complied with the established course of action for reoccurring system faults. B. Complied with the Preventative Maintenance Policy and Procedures. C. Prepare Trouble Reports and repair the subject system in the prescribed period if system faults are found. D. Submitted Daily Preventative Maintenance Logs to the Designated Facility Person on a daily bases. E. Close out all Preventative Maintenance Punch List Items. 5. The Contracts Manager or his / her designee will be responsible for the coordination and administration of the Quality Assurance Evaluation and the Performance Requirement Summary. This coordination and administrations will include but not limited to the following: 5.1 Submittal of the required reports to the Owner Representative. As previously stated the implementation of a computer based tracking system will make this review process easier to coordinate and administrate for all parties concerned. For example, the report formats are based upon the user-defined field of the Trouble Reports. Therefore, the report formats can be user defined and based upon anyone field of information or a combination of fields. A typical report could be based upon the following fields of information: ) FIELD ONE: FIELD TWO: FIELD THREE: ESTABLISH THE RESPONSE TIME FOR INDIVIDUAL TROUBLE REPORTS. TROUBLE REPORT NUlttfBER TIME TROUBLE REPORT FILED TIME AND DATE THAT.TROUBLE REPORT WAS COMPLETED PREMISE OF REPORT: AND/OR PREMISE OF REPORT: ESTABLISH THE TYPE AND QUANTITY OF REOCCURRING PROBLEMS. LIST THE INDIVIDUAL TROUBLE REPORTS PER EACH FIELD ONE: FIELD TWO: FIELD THREE: SYSTEM AND I OR DEVICE LOCATION. DEVICE NUMBER TROUBLE REPORT NUMBER TIME AND DATE OF TROUBLE REPORT DESCRIPTION OF TROUBLE DESCRIPTION OF SERVICES PROVIDED. ~ FIELD FOUR: FIELD FIVE: 5.2 Attendance at all owner requested meeting to review contract performance. 5.3 Coordination and administration of all owner requests to ensure that the subject services will be provided in accordance to the contract requirements and in a timely / professional manner. 5.4 Implementation of any required changes to the plan. ) ) , " COST SUMMARY FORM TOTAL ANNUAL COST FOR SECURITY SYSTEM MAINTENANCE: Year number one: $188,300.00 Year number two: $197,750.00 Year number three: $207,600.00 ADDITIONAL SERVICES (JIOURL Y RATE) YEAR ONE Project Manager $72.00 Project Engineer $66.00 Engineer $62.00 Programmers $117.00 Field Technician $58.00 Drafting Tech $50.00 Installers $66.00 MARK-UP ON MATERIALS YEAR TWO YEAR THREE $76.00 $80.00 $70.00 $74.00 $65.00 $68.00 $123.00 $129.00 $61.00 $64.00 $53.00 $56.00 $70.00 $74.00 In reference to the spare parts that are consumed, MASK will charge a 20% mark-up. PROPOSED MODIFICATIONS: In association with the proposed modifications that are listed in Section 4, the related pricing is as follows: Modification number 1: Upgrade the Redundant 90-70 GE PLC CPU's at Central Control for $59,000.00 EXHIBiT B r EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270 I; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270 I. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative 8 ACORD. CERTIFICATE OF LIABILITY INSURANCE OP ID}I~ DA'l1! (1IIODDIYYYY) , KASItS-l 01126107 PRODUCER lHlS CER11FICATE IS ISSUED M A MAlTER OF "FORMATION Andreini " Compeny-Oxnard ONLY AND CONFERS NO RIGHTS UPON lHE CERTFICATE License 0208825 HOLDER. lHlS CERTIFICATE DOES NOT AMEND, EXTEND OR 300 Esplanade Drive, Suite 100 ALTER lHE COVERAGE AFFORDED BY lHE POLICIES BELOW. Oxnard CA ~3036 PhODe.805-~81-~5B5 Fax.805-~B1-0161 INSURERS AFFORDING COVERAGE HAlC. INSURED INSURER A: Pederal I:nsuraJ:loe C=env INSURER B: Kask ~8tems, :Inc. INSURER C: Rosa ~a 1l~5~ D Sc0V8~ Ct. INSURER " Koorpark CA ~3 21 INSURERE: COVERAGES TtE POUCIES OF t4SlJFW<<;E lISTED BElOW HAVE BEEN ISSUED TO THE INSURED NAUEON!C+IE FOR THE POl..ICY PERIOD INDlCAlED. NOTWITHSTANDING >>N REQUIREMENT, TERM Cfl OONDtnON OF Nrf CONTRACTOR OTHER DOCUMENTWfTH RESPECTTO 'MtCH nilS CERTFlCAlEtMY BE ISSUED OR MAY PERTAIN, THE HSURAt<<:EAFFORDEl BY THE POUCtES CESCRlBED HEREIN IS SUBJECT TO N..L lHE"l"EMCS. EXClUSIONS AND COHOmON8OF SUCH POLICIES. AGGREGATE LMT5 SHOWN MAY HAVEaEeI REDUCED BY PAID ClAIMS. ~ TYPEOFNSURANCE POLICY NUMBER ~ DA..e~ LIIT8 ~N!RALLJABIL.I1'Y EACH OCCUMENC& 11,000,000 A X .!.. ~1.6J. GENEfW.UABltIlY 3533~~03 12/18/06 12/18/07 PREMises -' 11,000,000 ClAIMS MADE [;J OCCUR MEn EXP (Any one pnon) 110,000 PERSONAL & NN INJURY 11,000,000 eeHEiW. AGGREGATE 12,000,000 . ~AGnILWfn,PER PRODUCTS - COMP1OP AQQ 12,000,000 POUCY ~~ LOC ~MJBILE UABIUTY COMBINED SINGLE LIMIT 11,000,000 A ~ AHV AUTO 73225049 12/1B/06 12/18/07 (Eaacddenl:) >-- AU. OWNaJ AUTOS BOOL Y INJURY I '- SCHEOUlSJ AUTOS (Perf*Xll'l) A ~ HIRED AUTOS BODLY IN.Il.RV I A .!.. NON-OWNED AUTOS . (Pw_. PROPERTY DAMAGE I {Po<_ GARAGE LlABUTY AUTO ONLY - EAACCIDENT I ~-ANY AUTO OlliER THAN EAACo I AUTO ONLY: AGG I EXCES$IU_IIE.1AL..IABIlJ1'Y EACH OCCURF'lSICi. 15.000,000 A !5~uR 0 CLAlMSMAllE 7972987~ 12/18/06 12/18/07 AGGREGATE 15,000,000 THIS CEF TlFICATI I ~ ~BLE . X REl'S<TlC>I 10 . WORKERScQllPENSAnON AND SUPERCED ~S THE (] NE l...&Iivl i I IUS!! ~lOYER.S' UABIUTY Nff PROPRIETORlPARTNER/EXECVTlV EJ.. EACH ACCIDENT . OFFJCERIMEMBER EXCLUDED? ISSU ~D ON E.L "SEASE. EA EMPlOYE! . ~~Sbelow E.L DISEASE. POLICY UNIT I OTHeR )~dJ. oJ f) /,0 DESaIPTION OF OPERATIONS/LQCAnONS' VEHJCLES I EKCLUSIONS ADDED BY ENDORSEMENT I SPECIAl PROVISIONS Certificate holder is additional insured under the general liability per endOril_nt #80c02c2305 and 80-02-2373 attached. :Insurence :is primary per attached endorsement 80~02-2000, pgs 22-23~ Waiver of subrogation applies, per endorsement 80-02-2000, pg 24. The CANCELLAT:ION notice herein is amended to read 10 Days as respects any caucellation due to non-payment of premium. City of Senta Ana 60 Civic Center Plaza Santa Ana CA 92703 CANCELLATION SHOULD AIf'( OF 11EABOYE D&SCRI8&D POUCIEIU CANC&U.ED BIFORB~ EXAM: DATE THEREOF, THE ISSUING INSURERwtU ENJI!AVOR TO MAIL ~ DAYS WRITTEN NOnCE TO THE CERTIFICATE HOLDER NAMED TO THe LIFT. BUT fAILURI!TO DO SO SHALL IMPOSE NO OBUGA11ON OR UABI.JTY OF ANY KIND I.PON THI! ~ rTaAGeNTS OR REPRESeNTATNS. CERTIFICATE HOLDER ~~~ ACORD 25 (2OD1/0B) I ;,,) C ACORD CORPORATION 19BB . #~gJy. ;/t.... IMPORTANT If the certificate holder Is an ADDITIONAL INSURED, the pollcy(l9s) must be endorsed. A statement on this certlficata does not confer rights 10 the certificate holder in lieu of such endorsemenl(s). If SUBROGATION IS WAIVED, subjecllo the terms and conditions of the policy, certain policies may require an endorsement. A statemenl on this certificate does not confer rights to the certificate holder in lieu of such endorsemenl(s). DISCLAIMER The Certificale of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and Ihe certiflcale holder, nor does II affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. 'I l --' , J -.'. ,.; ~.211 ACORD 25 (2001108) ~ CHUBa Liability Insurance Endorsement . Policy P9riod Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following fonns: GENERALUABILITY liB! Who Is An Insured Owners, Lessees Or Contractors Liability Insurance Form BlJ..02-2305 (Rev. 4-(1) DECEMBER 18.2006 DECEMBER 18. 2006 TO DECEMBER 18, 2007 3533-99-03 WUC MASK SYSTEMS INC AND DORADO PRODUcrs, INe. FEDERAL INSURANCE COMPANY DECEMBER 21.2006 11: !il mm n Hili! Ii:! fr:1 Under Who Is An Insured, the following provision is added: iiilSlliSliIEl1Ii II III Any person or organization designated below is an 1Bsured; but they ate iDsureds only with respect. to their liability as owner, lessee or conlrllCtor arising oul of your ongoiog oPerations pcrfonnod for tbatiDsund. - /, >~ Tr) _ _~ S/y Adc:lfflonaf Insured - OWners, LsSS9GS Or Contractors Bnt:!cJlsemant' l'O~M conflnu9d Pags 1 Who Is An Insured Owners, Lessees Or Contractors (continued) LillbiIity Insurance Form 80-02-2305 (Rav. 4-01) Designated Owners, Lessees Or Contractors SEE A'ITACHED SCHEDULE PER FORM 80-02-2373 All other terms and conditions remain unchanged. Authorizsd RsprBB91ffative 12w~ T< ~ Fe) j\ j\;f Y55 c;);d ----_ Additions/Insured - OWners, Lassess Or Contractol3 Endorsement last page Plge2 ~ CHUBB Liability Insurance Endorsement Policy Period DECEMBER 18, 2006 TO DECEMBER 18, 2007 Effective Date DECEMBER 18, 2006 3533-99-03 WUC Policy Number Insured MASK SYSTEMS INC AND DORADO PRODUCTS, INC. Name of Company FEDERAL JNSURANCE COMP~ Date Issued DECEMBER 21, 2006 GENERALLIAB.ll1TY This Endorsement applieS to the following farms: UabHlty Insurancs Form BQ-C2-2373 (Ed. 4-94) SCHEDULE OF ADDIDONAL INSUREDS PER fORM 80-02-2305: TIiE STATEpF CALIFQRNlA DEPT. OF CORRECTIONS 501 J. STREET, SUITE 330 SACRAMENTO, CA 94283-0001 HENSEL PHELPS CONSTRUCTION COMPANY ETAL 17707 COBALT ROAD VICTORVllLE. CA 92394 CITY OF SANTA ANA 60 CMC CENTER PLAZA SANTA ANA. CA 92703 TURNER CONSTRUCTION COMPANY CRSS CONSTRUCTORS,INe. 1873 S BELLAIRE ST., #1200 DENVER, CO 80222 CCB 700 SUMMER ST.. NE STE. #300 SALEM. OR 97309 . AMEC CO~STRUCTION MANAGEMENT, INe. ATIN: PROJECT MANAGER #1 MORELAND DRIVE SAN BRUNO, CA 94111 .~sll CONTINUED BfXJ2-2305 Endorsement ,) : "-----_. continued P8ge 1 UabUlty /nsurancs Form 80-02-2373 (Ed. 4-34) SLAYDEN CONSTRUCTION GROUP, INC. P.O. BOX 247 STAYTON, OR 97383 KERN COUNTY ADMIN. OFFICE GENERAL SERVICES DIVISION il15 TRUXTUN AVE 3RD FL BAKERSFIELD, CA 93301 ASR CONSTRUCTION INC 5230 WIlSON STREET RIVERSIDE, CA 92509 AMERICOMM SYSTEMS INC 2235 FIRST STREET #112 SlMI V ALLEY. CA 93065 A.S.R CONSTRUCTION lNC 5230 WIlSON STREET RIVERSIDE, CA 92509 PARKWEST CONSTRUCTION COMPANY P.O. BOX 790 REDLANDS. CA 92373 LEWIS e. NELSON & SONS lNC & STATE OF CALIFORNIA, DEP!' OF CORRECTIONS 3400 MCCAlL#loo SELMA. CA 93662 HOFFMAN CORP. 805 SW BROADWAY #2100 PORTLAND. OR 97205 WlLUAMS SCOTSMAN, lNe. 7933 N. UPLAND DRIVE . PORTLAND, OR 97203 All other terms and cooditioos remain uncbanged. w~ Authorlz9d Representative - m./55 CONTINUED 80-02-2305 Endotsomont . .'j F'-) '":1\1. Go (er Isstpage Page 2 Conditions Duties In The Event Of Occurrence, Offense, Claim Or Suit (continued) F. Knllwlooge. or tin ncCUI'rence lJT on.cnsc hy .10 a~cm or enlpluyee of 11'lC insun.d will not cunslilltlc kntlwh:xl/;:c hy lhc insured, lInlc~" an ufficer (whelher or nol un employee) ()f,my insured ur im nffil.:cr's t1c:;i:,>ncc knuws arxlUl such occurrence or orrcnsc. (i. Fuilurc of an <lgCllt or employee of toc im;ured. other thull an ufficer (whelher or not an employee) of any insured or an officer's designee, 10 notify us of an occurrence or offenl'it:. that J;uch person knows <:IhoUl will not <tfrcel the insumnce afforded 10 you. H. If a claim or los~ does 001 reasonahly appear Lt) involve this imiUnLllCC, hut illat.er develops into a claim or loss to which this insurance applies, the failure to rcpon illO us will nol viol(lte this condition, provided the insured gives us immediate notice as suon as the il1.\1.Jred is uware that this insurance may apply to such claim or loss. ;;m~A'~. .:-:.wms.';';~}ffl::~Xi>XXX*~~'iAA:r;.;;:>>~~~lX>.,*M:~#;:"ik"''%:W;!I;.~~::'i:'''''<<~~.~:~...,::>:~"",,,,,,:,,~~~>'-~>:i$:>"ID...<:;;""'Y,AA""~~~M~";"">"'';:ff.:;''.m:;:t'':'~:.,'. ..._,(,.."...~_';l:.;:m~Imw.,~~'~':':~": Legal Action Against Us No person or organization has II right under lhis insumocc 10: join us as a party or otherwise bring us into u suit seeking damages from an insured; or sue us un this insurance unless un of-lhe terms and conditions of this insumnce have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained a~ter an actual: trial in a civil pnn:eeding; or arbitration or other alternative dispute resolution proceeding; but we will not be liable for damages that are not payable under the termS and conditions of this insurance or that are in excess of the applicable Umits Of Insurance. ~~;~,,*~;,'$;~x~:::t$.>::w:~;s.;;x.~:l>>>~>->;.~~>>::::~-m'i'%;:~"W>>."'~v. ~:<'~.t~~~~~ .l': Other Insurance If odICr valid and eolleclible insurance is available to the ",...red for l"ss we would otherwise cover UDder this insurance, our obligations iIre limited as follows. Primary Insurance Thi:-; insurance is prilTllrry except when the EXGel'is Immrdncc: provision described below clpplicN. Ift:bil\ insurance is primary, ourohligalions are not ilffectcd unlcs:-i any of the (llher imiUrnnce is also prinll:lJ'Y. Then. we will share with aU th!:lt other insumnce by the method dc,'uihcd in the Method of Sharing provision described below. Excess fnsurance This insurance is excess over any other insurance.. whether primary, excess, contingent or on any other basis: . lfabiHty Insuranc:e Form tJO..02.2DOO (RslJ. 4.01) A: .Ibill is Fire; Extended Coverage, Builder',Risk, In,tallatim> Ri,k or,imill.. insumnce fnr . yuur w(Jrk~ B. that is insurance tbat applies to property damage to premises rented to you or temporurily occupied by you wiLb permission of the owner~ C. if the Im..s arises nUl of aircrafL, autos or watercraft (lO the extent nol suhjoct to the ^ircran, Aulhs OJ- Walcrcmfl exdusi(Jn)~ \,j ~!11 Confract Pal/6 22 of 32 ~ General Liability CHUBB Conditions Other Insurance (continued) D. [hat is insurdIlCC: I. provided [0 you by any pcnmo or organization working under contmCl OT agreement ror you~ or 2. under which you ar~ included as un insured; or E. thal is insurance under any Properly !iectiOll (If lhis policy. When this insurmx;e is excess, we will have no dury k' defend d,e Insured against any suit if any other insurer h... a duty to defend such insured against such suit. Jf nn nther insurer defends. we will undertake to do so, but we will be endued to the insured's rights against all tbose other insurers. When this insurance is excess over other insurance, we will pay only our shme of the amount of loss, if any, thal exceeds the sum of the total: amount that all other insuraoce wou\cl pay for loss ill the absence of this insuraoce; and of all deductible and self-insured amounts under all other insurance. we will share the remaining loss. if any. with any other insurance thal is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance pennits contribution by equal shares, we will follow tbis method also. Under this method eacb insurer conlribules equal amounts nntil it has paid Its applicable limits of insurance or Done of the loss remains. wmcbever comes first. If aoy of the other insuraoce does not permit conlribntion by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limits of insurance to tbe total applicable limits of insurance of all insurers. ~. ]: Premium Audit ! I: .~: ~ l H: i :.1 : I ~. : L~~:~:: . : I J I: liiHL :J 1 ::: We will compute all premiums for this insunlDce in accordance with OUT rules and roles. In accordance with the Estimated Premiums section of the Premium Snmmary. preminms sbown with llD asteril;k (*) are estimated premiums and are subject to audit. In addition to or in lieu of sucb designation in the Premium Summary. premiumS may be designated as estimated premiums elsewbere in this policy. In thai. cnse, these premiums will als<) be 5ubjecllo audit, and thc second paragraph of the Estimale<l Premium. sectioo of the Premium Summary will apply. 1 ':-::i.!U::!i:-a!t'11;,::J~::r:":!. ;-,ltl.: Separation Of Insureds : - .~1:t: - <<~~~~~~m:!; :~ :. L. a:: :1~: : L ::-: : (( Except with respect Lo the Limil.S or Insurance, and any rights"or duties ~-pecifically assigned il1lhis insurance to the first named insured. this insurance applies: as if each named insured were the only named insured; and separately lO eacb inS\lred against whom claim is made or suit is Drought. :,i::'. oJ:!" .'~~g<<$:"::-: tt.;;l0.'*1' " --1 ::~"i-;:re::;@~:;:~~.;L::: :":-:-"1;:1" - - ~V'~>>i :: r:T -~::~L ",:!!l:""!": , , ; , ',;) ~ ~J\'i Liability Insurance Frxm 80-02-2DOO (Rsv. 4-01) Contt8ct ~~IJ psg_ 23 of 32 Conditions (continued) Transfer Or Waiver Of Rights Of Recovery Against Others LiafJility InSUflincs Form 80-02-2000 (Rov. 4-01) Wt; will w.tivc the righl or rc.cuvt.:ry we wDuld omerwi:\t: hilVC had flg(lin~t anothe1' pe1"l\on or urg.ani7.:uion, for loss 10 which lhi~ insurance tlpplks. provided lhe im,'Ul"ud hits wllived (heir ri~hl~ or recovery ll~aima such pcr);tlO or llrgnni1.3lion in t-l GOnLfilCI ur fll,!.re~mcn( lh~l is executed hefure such IOh"S. Tll rhe extent lhallhe insured's rights LO recover all or part of ilny p~lymeDl made under thif: insurance huve not heen waived, lhose right>; are transferred (0 us. The insured must do nothing after los!=; La impair them.' Al our requesL. the in.rured will bring ~;uit or transfer Lhose rights In us and help us cororce them. This condidon does oot apply to medical expenses. l:r II: :\1 :1 n '" .. ~ t, ]Vi y?~ fly Contract Page 24 of 32