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HomeMy WebLinkAboutC-8153-1 - PSA for Servicing, Systems Warranty, Preventive Maintenance and Repair of City Hall Security/Safety EquipmentAMENDMENT NO. FIVE TO PROFESSIONAL SERVICES AGREEMENT WITH ACCESS, CCTV, EXPERTS, SECURITY, SPECIALIST, INC. UDBA ACESS SECURITY FOR SERVICING, SYSTEMS' WARRANTY, PREVENTATIVE MAINTENANCE AND REPAIR OF VARIOUS CITY FACILITIES THIS AMENDMENT NO. AMENDMENT NO. FIVE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Five") is made and entered into as of this 23rd day of May, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ACCESS, CCN, EXPERTS, SECURITY, SPECIALIST, INC., a California corporation doing business as ("DBA") ACESS SECURITY, a California corporation ("Consultant"), whose address is 12625 Frederick Street, Suite 15-328, Moreno Valley, California 92553, and is made with reference to the following: RECITALS A. On May 16, 2016, City and Consultant entered into a Professional Services Agreement ("Agreement") for Servicing, Systems' Warranty, Preventative Maintenance and Repair of City Hall Security/Safety Equipment ("Project"). B. On October 17, 2016, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not previously included in the Agreement, extend the term of the Agreement and to increase the total compensation. C. On May 10, 2017, City and Consultant entered into Amendment No. Two to the Agreement ("Amendment No. Two") to reflect additional services not previously included in the Agreement, as amended, and to increase the total compensation. D. On April 25, 2018, City and Consultant entered into Amendment No. Three to the Agreement ("Amendment No. Three") to reflect additional Services not included in the Agreement, as amended, to increase the total compensation, and to update terms regarding claims and registration with the California Department of Industrial Relations ("DIR"), pursuant to current California Public Contract Code and California Labor Code, respectively. E. On October 9, 2018, City and Consultant entered into Amendment No. Four ("Amendment No. Four") to reflect additional Services not included in the Agreement, as amended, to extend the term of the Agreement to March 31, 2021 and to increase the total compensation. F. Since entering into the Agreement, Consultant was asked to perform a higher volume of Work than was originally anticipated. G. The parties desire to enter into this Amendment No. Five to reflect these additional Services or Work not anticipated in the Agreement or prior Amendments, to increase the total compensation, amend the Administration Section, and amend the Notices section. Access, CCTV, Experts, Security, Specialist, Inc. dba Acess Security Page 1 NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Twenty Thousand Dollars and 00/100 ($120,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Five, including all reimbursable items and subconsultant fees, in an amount not to exceed Ten Thousand One Dollars and 00/100 ($10,001.00). 2. ADMINISTRATION Section 6 of the Agreement shall be amended in its entirety and replaced with the following: "This Agreement will be administered by the Public Works Department. City's Fleet/Facilities Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement." 3. NOTICES Section 25 of the Agreement shall be amended in its entirety and replaced with the following: "25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Fleet/Facilities Manager Public Works City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 Access, CCTV, Experts, Security, Specialist, Inc. dba Acess Security Page 2 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Michael Rellin Access, CCTV, Experts, Security, Specialist, Inc. dba Access Security 12625 Frederick Street, Suite 15-328 Moreno Valley, CA 92553" 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Access, CCN, Experts, Security, Specialist, Inc. dba Acess Security Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Amendment No. Five to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 6/20[q By: 12�E �Pa"-ar f:;a4•, Aaron C. Harp City Attorney CITY OF NEWPORT BEACH, a Calif r is m nicipal corporation Date: By: Grace K. Leung City Manager ATTEST: CONSULTANT: Access, CCTV, Experts, Date: Security, Specialist, Inc., a California corporation, doing business as "dba" Acess Security, a California corporation Date: 711H By: �� �'""J ` By Leilani I. Brown Michael Rel in-`' City Clerk Chief Executive Officer Date: 5/Z% B l/l to o Laura Rellin Secretary [END OF SIGNATURES] Access, CCTV, Experts, Security, Specialist, Inc. dba Acess Security Page 4 I AMENDMENT NO. FOUR TO (JO PROFESSIONAL SERVICES AGREEMENT WITH ACCESS, CCTV, EXPERTS, SECURITY, SPECIALIST, INC. DBA ACESS SECURITY FOR SERVICES, SYSTEMS' WARRANTY, PREVENTATIVE MAINTENANCE, AND REPAIR OF VARIOUS CITY FACILITIES THIS AMENDMENT NO. FOUR TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Four") is made and entered into as of this 9th day of October, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ACCESS, CCN, EXPERTS, SECURITY, SPECIALIST, INC., a California corporation doing business as ACESS SECURITY ("Consultant"), whose address is 12625 Frederick Street, Suite 15-328, Moreno Valley, California 92553, and is made with reference to the following: RECITALS A. On May 16, 2016, City and Consultant entered into a Professional Services Agreement ("Agreement") for servicing, systems' warranty, preventative maintenance, and repair of City Hall security/safety equipment ("Project'). B. On October 17, 2016, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to extend the term of the Agreement, to reflect additional services not previously included in the Agreement, and to increase the total compensation. C. On May 10, 2017, City and Consultant entered into Amendment No. Two to the Agreement ("Amendment No. Two") to reflect additional services not previously included in the Agreement, as amended, and to increase the total compensation. D. On April 25, 2018, City and Consultant entered into Amendment No. Three to the Agreement ("Amendment No. Three") to reflect additional Services not included in the Agreement, as amended, to increase the total compensation, and to update terms regarding claims and registration with the California Department of Industrial Relations ("DIR"), pursuant to current California Public Contract Code and California Labor Code, respectively. E. The parties desire to enter into this Amendment No. Four to reflect additional Services not included in the Agreement, as amended, to extend the term of the Agreement to March 31, 2021 and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement, Exhibit A to this Amendment No. One, Exhibit A to Amendment No. Two, Exhibit A to Amendment No. Three, and Exhibit A to this Amendment No. Four shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work"). Exhibit B to the. Agreement, Exhibit B to Amendment No. Two, Exhibit B to Amendment No. Three, and Exhibit B to this Amendment No. Four shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Nine Thousand Nine Hundred Ninety Nine Dollars and 00/100 ($109,999.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Four, including all reimbursable items and subconsultant fees, in an amount not to exceed Forty Six Thousand Dollars and 00/100 ($46,000.00). INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Four to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORN Y'S OFFICE Date: ZSzole By: dAZA-AjAa c pot.. Aaron C. Harp AN e,01die- City Attorney ATTEST: Date: City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: JI -2 _) -1 W By: Gra e . Leung CityManager CONSULTANT: Access, CCN, Experts, Security, Specialist, Inc., a California corporation DBA ACESS SECURITY Date: GhG y' Mrchae President Date: ioko By: j�i Xqx ajI� Laura Rellin Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 3 EXHIBIT A SCOPE OF SERVICES S2 Access system for City of Newport Beach ("City") Corporate Yard and video intercom A. System Design Summary: Provide and setup S2 Access system for City's Corporate Yard. Server shall be provided by the City. City may incur an additional charge for S2 professional services license. B. Scope of Work: 1. S2 Access system and intercom system 2. Locking hardware 3. Connect and test system C. Provide all labor, material, and programming to install the following: QUANTITY DESCRIPTION UNIT PRICE TAXABLE AMOUNT 1 Reader 230.00 T $230.00 1 Wire, connectors, etc. 500.00 T $500.00 1 Miscellaneous parts 550.00 T $550.00; 1 Lock power supply 202.00 T $202.00 1 Electrified lock 1,999.00 T $1,999.00 1 S2 access system expansion 2,320.12 T $2,320.12 1 Video intercom system 923.38 T $923.38 $0.00 1 Installation Labor 1,360.00 $1,360.00 ". $0.00 SUBTOTAL $10,404.62 SALES TAX $723.57 TOTAL $11,128.19 NOT TO EXCEED. $12,000.00 Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page A-1 II. OnSSI Software and cameras for City Corporate Yard A. System Design Summary: Provide and setup OnSSI Software and cameras for City Corporate Yard. Server shall be provided by the City. B. Scope of Work: 1. OnSSI Ocularis software 2. OnSSI Ocularis camera license 3. Cameras for City Corporate Yard 4. Connect and test system NOT TO EXCEED: $34,000.00 Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page A-2 C. Provide all Labor, Material, & Programming to install the following: Yellow highlighted items are optional. "Stay current" denotes free upgrades for software for one year. QUANTITY DESCRIPTION UNIT PRICE TAXABLE AMOUNT 13 1080p 3mm to 9mm ip camera ZN- 990.00 T $12,870.00 DNT352XE-MIR 13 Camera mount adapter 61.00 T $793.00 1 Wire, connectors etc. 1,200.00 T $1,200.00 1 Miscellaneous parts 2,200.00 T $2,200.00 13 Camera corner mount 202.00 T $2,626.00 1 Ocularis Ultimate Base License 1,999.00 $1,999.00 13 Ocularis Enterprise Camera License 189.00 $2,457.00 1 Ocularis base - stay current optional 339.83 $339.83 13 Ocularis camera - stay current optional 32.13 $417.69 1 Installation Labor 6,630.00 $6,630.00 $0.00 SUBTOTAL $31,532.52 SALES TAX $1,735.00 TOTAL $33,267.52 NOT TO EXCEED: $34,000.00 Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page A-2 Gdl1/Z Quick installation with roSet remote zoom and focus system E 1080p IR Outdoor IP Dome with GXi wTM PA elp o www.ganzsecurity.com OIIVI F Profile (S) Compliant Technology The ZN-DNT352XE-MIR features GXi Technology maximizing the camera's surveillance capabilities by bringing an added feature set of Imbedded Intelligence, WDR performance and full video recording to SD card to this already full -featured series. The Imbedded Intelligence provides analysis of video with application areas including intrusion detection, vehicle monitoring, abandoned -object detection, people counting and loitering detection, as well as camera tampering and failure detection. Features: • 1080p HD resolution • Built-in 3-9mm Lens • Imbedded Intelligence Technology • WDR and True Day/Night Performance • ProSet system allows zoom and focus directly from your PC • Text overlay for easy identification of video • Video motion detection • Dual -Streaming IP Video - H.264 and MJPEG compression • Full video recording to SD cards (card not included) • ONVIF Profile (S) compliant • 12 VDC/PoE (IEEE 802.3af) ❑� , Q r • IP66 for all weather use • 36 Smart IR LEDs for over 82' of illumination • Built-in heater, IP66 for all weather conditions 4'0+'' CBC AMERICA Corp QdArZ. www.ganzsecurity.com P/xe/Pi 1080p IR Outdoor IP Dome with I Technology ■ Specifications Models ZN-DNT352XE-MIR Description Outdoor Dome with ProSet Remote Zoom & Focus Image Sensor 1/2.7" CMOS Effective Pixels 1920 x 1080 Scanning System__ 1 Progressive scanning AGC Control - - Auto Auto IRIS (DQ Supported Minimum Illumination Color. 0.5 Lux B/W, 0.001 Lux (DSS ON) Camera Lens 3-9mm, F1.2, Optical 3x Angle of View 92sPP _... Horizontal Approx. 93° (Wide) to 31.7 (Tele) /Vertical- A rox. 68.4 (Wide) to 23.8` (Tele) Shutter Time _ 1/SOOOs to 1/2s Da /Ni t Performance True Day/Night (Removable IR-Cutfilter) Wide Dynamic Range Digital WDR IR LEDs LEDs 34 IR LEDs IR Range 85 Feet (25m) SMART IR Automatically adjusts to the best levels, according to brightness �^ Video Compression H.264 Baseline, Main, High profile (MPEG -4 Part 10/ AVC), M1PEG (Motion 7PEG) - --_ Resolutions 1920 x 1080, 1280 x 720, 1 120 x 630, 960 x 540, 800 x 450, 640 x 360, 480 x 270, 320 x 180 Frame Rate H.264/ M1PEG: Max 30fps in all resolution Image Settings Configurable brightness, contrast, saturation, sharpness Orientation Control Flip & Mirror Noise Filter Supported (0 - 3) Smart Bitrate Control Supported (It works in VBR mode) Video Exposure Adjustment -_ +1.0, +0.6, +0.3, 0, -0.3, -0.6, -1.0 EV White Balance ATW1/ATW2/Push/Manual Back Light Compensation On (possible to designate zone) /Off Flicker Control Normal, SOHz, 60Hz DSS (Sens -up) _ 2X - 16X _ BLC On (possible to designate zone) / Off Burnt -in Text _ Time stamp and text caption overlay Privacy Mask 4 configurable regions Analogue Output NTSC / PAL (3 minutes, only for installation purpose) - - - -� Audio Streaming Two-way Audio Audio Compression 0.711-u Law Audio input / output Supported Ethernet Standard 10 / 100 Base -T Network Protocol QoS Layer 3 DiffServ, TCPAP, UDPAP, HTTP, HTTPS, RTSP, RTCP, RTP/UDP, RTP/TCP, mDNS, UPnPr^^, SMTP, DHCP, DNS, DynDNS, NTP, SNMPvl/v2dv3(MIB-II), IGMP, ICMP, SSLv2/v3, TLSv1 Security ,Multi-level access with password protection Application Programming Interface Software Development Kit (SDK) available. ONVIF Compliant (Profile S) Event Sources Video Motion Detection, Tamper Detection; Video Content Analytics (Imbedded Intelligence); Integration Network Setting Change, Sensor (DI) Event Actions File upload: E-mail, FTP / Notification: E-mail, FTP, HTTP, TCP / Trigger -Alarm (DO) Event Metadata Streaming (RTSP/RTP) Video Motion Detection (MD), Video Content Analytics (Imbedded Intelligence) Analytics Engine Advanced tracking algorithm with rich library of detection behaviors Imbedded Detection 40 zones (MUld-segment Polygons and Lines) in total Intelligence Zones and Rules 60 rules in total (standard) Tamper Detection Supported Camera Shake Supported Cancellation Detection Behavior Enter, Exit, Appear, Disappear, Stop, Direction, Dwell filter; Tailgating; Imbedded 3D Behavior Perspective Corrected Size and Speed Filters Intelligence Counting 20 counters in total (optional) Counting Line High accuracy people and vehicle counting Meta Data Plain XML Format Material Aluminum, Anti -vandal bubble (PC); Ivory Edge Storage Is MicroSD/MlcroSDHC memory card slot (card not included) External 1/0 Terminals lx Alarm In, 1x Alarm Out Users Live viewing for up to 10 clients Power / Consumption 12VDC, PoE / 15.12W ® DC 12V Physical Operating Temperature / Humidity up to 85% RH (non -condensing) Humidity 12VDC. -40°F - 122°F (-40'C - 50`C), PoE 32'F - 122°F (0°C - 50°q; Built-in heater Cold Start 12VDC--4°F ( -20'C); PoE: 32'F WC) Dimensions TBD o x 5.1 " / TBDmm 0 x 129mm H Weight 2.6 Ids /1.2kg Certifications ONMF Compliant (Profile S), FCC, CE, KC, IP66, IK10 //��/�� ��//�� specifcarions are subject to change without notice �i!/JI (� p Corp.All /� AMERICA CBC "" ERIC ^ C www.ganzsecurity.com © 2014 CBC (AMERICA) Corp. All Rights Reserved. 06/14 SCHEDULE OF BILLING RATES Compensation for additional Services or Work under this Amendment No. Four are as follows: S2 Access system for City Corporate Yard and video intercom Total: $11,128.19 Not -to -Exceed: $12,000.00 II. OnSSI Software and cameras for City Corporate Yard Total: $33,267.52 Not -to -Exceed: $34,000.00 Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page B-1 LA +D AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT v WITH ACCESS, CCTV, EXPERTS, SECURITY, SPECIALIST, INC. DBA ACESS SECURITY FOR SERVICES, SYSTEMS' WARRANTY, PREVENTATIVE MAINTENANCE AND REPAIR OF VARIOUS CITY FACILITIES THIS AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Three") is made and entered into as of this 25th day of April, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ACCESS, CCTV, EXPERTS, SECURITY, SPECIALIST, INC., a California corporation doing business as ("DBA") ACESS SECURITY ("Consultant"), whose address is 12625 Frederick Street, Suite 15- 328, Moreno Valley, California 92553, and is made with reference to the following: RECITALS A. On May 16, 2016, City and Consultant entered into a Professional Services Agreement ("Agreement") for servicing, systems' warranty, preventative maintenance, and repair of City Hall security/safety equipment ("Project"). B. On October 17, 2016, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to extend the term of the Agreement, to reflect additional services not previously included in the Agreement, and to increase the total compensation. C. On May 10, 2017, City and Consultant entered into Amendment No. Two to the Agreement ("Amendment No. Two") to reflect additional services not previously included in the Agreement, as amended, and to increase the total compensation. D. The parties desire to enter into this Amendment No. Three to reflect additional Services not included in the Agreement, as amended, to increase the total compensation, and to update terms regarding claims and registration with the California Department of Industrial Relations ("DIR"), pursuant to current California Public Contract Code and California Labor Code, respectively. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement, Exhibit A to Amendment No. One, Exhibit A to Amendment No. Two, and Exhibit A to this Amendment No. Three shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work"). Exhibit B to the Agreement, Exhibit B to Amendment No. Two, and Exhibit B to this Amendment No. Three shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Sixty Three Thousand Nine Hundred Ninety Nine Dollars and 00/100 ($63,999.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Three, including all reimbursable items and subconsultant fees, in an amount not to exceed Eighteen Thousand Nine Hundred Ninety Nine Dollars and 00/100 ($18,999.00). k�@]A_1Ik1lK Section 26 of the Agreement shall be supplemented to include the following second paragraph: "To the extent that Consultant's claim is a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute resolution process set forth therein. Any part of such "Claim" remaining in dispute after completion of the dispute resolution process provided for in Public Contract Code section 9204 or any successor statute thereto shall be subject to the Government Claims Act requirements requiring Consultant to file a claim in strict conformance with the Government Claims Act. To the extent that Consultant's claim is not a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, Consultant shall be required to file such claim with the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.)." 4. PREVAILING WAGES Section 28 of the Agreement shall be supplemented to include the following second paragraph: Access, CCTV, Experts, Security, Specialist, Inc. DBA ACESS Security Page 2 "Unless otherwise exempt by law, Consultant warrants that no contractor or subcontractor was listed on the bid proposal for the Services that it is not currently registered and qualified to perform public work. Consultant further warrants that it is currently registered and qualified to perform "public work" pursuant to California Labor Code section 1725.5 or any successor statute thereto and that no contractor or subcontractor will engage in the performance of the Services unless currently registered and qualified to perform public work." 5. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Access, CCTV, Experts, Security, Specialist, Inc. DBA ACESS Security Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: ATTEST: Date: 5'11. I By. /1(n , bw= Leilani 1. Brown City Clerk CITY OF NEWPORT BEACH, a Californimunicippal corporation Date: `(I _S /fS� Mike Pisani Municipal Operations Director CONSULTANT: Access, CCTV, Experts, Security, Specialist, Inc. DBA ACESS Security, a California corporation Date: e,9 .2� President Dater p By(:�A(�� P—J Laura Rellin Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Access, CCN, Experts, Security, Specialist, Inc. DBA ACESS Security Page 4 EXHIBIT A SCOPE OF SERVICES Access, CCTV, Experts, Security, Specialist, Inc. DBA ACESS Security Page A-1 V - Reference: Install new Electrified crash bar on Community room restrooms at 100 Civic Center Drive, Newport Beach, California. Connect to existing S2 system to auto lock and unlock System Design Summary: Install new Electrified crash bar on Community room restrooms. Connect to existing S2 system to auto lock and unlock Scope of Work: Description - Install 2 new Electrified strikes and new lock on Community room restrooms - Connect to existing S2 system to auto lock and unlock - Connect and test system Provide all Labor, Material, & Programming to install the following: (1) 2 electrified door strikes and new locks QUANTITY ` DESCRIPTION UNIT PRICE AMOUNT 2 Electrified strike and new lock 1 Powersupply for locks 1 _'Misc. parts. 1 ilnstallation Labor (16 hours at $130lhour) 3,523.75 $7,047.50 864.18 $864.18 450.00 $450.00 $0.00 $0.00 2,080.00 $2,080.00 ESTIMATED TOTAL 1__$10,441.68 NOT TO EXCEED: $11,000.00 A Complete Security Solution `Access, CCN, Experts, Security, Specialists INC. DBA. ACESS Security p a g e I 1 EXHIBIT B SCHEDULE OF BILLING RATES Compensation for additional Services or Work under this Amendment are as follows: Additional Service or Work: 1. Installation of new electrified crash bar on Community Room restrooms at 100 Civic Center Drive, Newport Beach, California. Connect to existing S2 system to auto lock and unlock. Total Estimate: $10,441.68 Not -to -Exceed under Amendment No. Three: $11,000,00 2. Municipal Operations Department — Various: Pursuant to Amendment No. Two, Services may include but are not limited to the following: Various as -needed services as stated in a Letter Proposal accepted by City, systems warranty, preventive maintenance and repair services for City Facilities. Previous Not -to -Exceed Amount: $7,000.00 Amended Not -to -Exceed under Amendment No. Three: $14,999.00 Access, CCTV, Experts, Security, Specialist, Inc. DBA ACESS Security Page B-1 i rn 1 AMENDMENT NO. TWO TO V PROFESSIONAL SERVICES AGREEMENT WITH ACCESS, CCTV, EXPERTS, SECURITY, SPECIALIST, INC. DBA ACESS SECURITY FOR SERVICES, SYSTEMS' WARRANTY, PREVENTIVE MAINTENANCE AND REPAIR OF VARIOUS CITY FACILITIES THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Two') is made and entered into as of this 10th day of May, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ACCESS, CCN, EXPERTS, SECURITY, SPECIALIST, INC., a California corporation doing business as ("DBA") ACESS SECURITY ("Consultant"), whose address is 11977 Kilgore Street, Moreno Valley, CA 92557, and is made with reference to the following: RECITALS A. On May 16, 2016, City and Consultant entered into a Professional Services Agreement ("Agreement") for Consultant to provide servicing, systems' warranty, preventive maintenance, and repair of City Hall security/safety equipment ("Project"). B. On October 17, 2016, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not previously included in the Agreement, extend the term of the Agreement and to increase the total compensation. C. The parties desire to enter into this Amendment No. Two to reflect additional Services not included in the Agreement, as amended, and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement, Exhibit A to this Amendment No. One, and Exhibit A to Amendment No. Two shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work"). Exhibit B to the Agreement, and Exhibit B to Amendment No. Two shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Forty Five Thousand Dollars and 001100 ($45,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Two, including all reimbursable items and subconsultant fees, in an amount not to exceed Thirty Thousand Dollars and 001100 ($30,000.00). 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Access, CCN, Experts, Security, Specialist, Inc. DBA Acess Security Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Date: 7 Date: `7 By: By: L Aaron C. Harp Mike Pisani City Attorney Municipal Operations Director ATTEST: Date: By: 4WC2). t)�� Leilani I. Brown City Clerk CONSULTANT: Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security, a California corporation Date: Signed in Counterpart By: Michael Rellin President Date: Signed in Counterpart Laura Rellin Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: % Aaron .. City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: BV: Mike Pisani Municipal Operations Director CONSULTANT: Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security, a Calif or 'a corporation Date: 6 �' r ichael Rellin President Date: 6' 3 `� By � Laura Rellin Secretary [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 3 EXHIBIT A SCOPE OF SERVICES Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page A-1 EXHIBIT A SCOPE OF WORK AMENDMENT NO.2 — Servicing, Systems Warranty, Preventive Maintenance and Repair Only the Project Administrator has the authority to authorize any of the services within this Exhibit. Additional Facility Service/Installations: Balboa Yacht Basin — 829 Harbor Island Drive Install best camera solution for Balboa Yacht Basin to view entry ways and boat slips. Scope: Provide all Labor, Material & Programming to install the following: (1) Lot of CAT5e Cable, Electrical Conduit/Boxes, & Misc. Install Material (2) IP Cameras (3) Network Video Recorder Estimate: QUANTITY DESCRIPTION UNIT PRICE TAXABLE? AMOUNT 5 10-23mm IP camera 1080p 953.00 T _ $4,765.00 7 3 9 mm IP camera 1080p 939.00 T $6,573.00 1 1 1 NVR recorder 12TB� Mics partsW— Installation and Programming Labor 4,601.00 300.00 4 16000 T T T $4,601.00 $300.00 $4,160.00 1 Discount -6,748.00 ($6,748.00) 65 Subtotal: $ S 13, 1.00 Sales Tax: $132.08 Total Estimate: $13,783.08 Not -to -Exceed: $14,000.00 Community Youth Center (CYC) — 3000 Fifth Avenue Install security alarm panel with 13 wireless door contacts, and 1 keypad. System will call to Newport Beach PD on an analog phone line provided by City. Scope: Install the following New System. Items — (1) Bosch panel for burglar alarm system, (1) keypad at entry door, (13) wireless door contacts to cover entry doors.. System will call to Newport Beach PD on an analog phone line (provided by customer). Provide all Labor, and Material to install the following: Estimate: QUANTITY DESCRIPTION UNIT PRICE TAXABLE? 1 Bosch control panel $523.80 T 1Alpha keypad $162_00 T - -- 1 -- Wireless repeater - — - — - -- $639.45 ------------ T 1 Wireless receiver $270.78 T 13 Wireless door contacts 4. $74.74 T 1 --- 1 Misc. parts 150.00 -- T 1 Labor, install and program $2,080.00 1 Discount $720.00 Tax: $217.41 Total Estimate: $4,295.06 Not -to -Exceed: $5,000.00 AMOUNT $639.45 .62 -$720.00 Balboa Fire Station No. 4 —124 Marine Avenue Install 4 new speakers and wireless microphone. Scope: Install 4 new speakers and wireless microphone for meetings at the fire station. Provide all Labor, and Material to install the following: Estimate: QUANTITY DESCRIPTION UNIT PRICE I TAXABLE? AMOUNT Subtotal: $3,528.93 Tax: $162.31 Total Estimate: $3,691.24 Not -to -Exceed: $4,000.00 ;Shure Wireless Mic 499.00 T $499.00 2 IRussound outdoor speaker pairs 349.99 T $699.98 Speaker cables 180.00 T _j $1-8-0.00 Mics parts 200.00 T $200.00 Installation and Programming Labor 700.00 ---------- .......... $700.00 iConduit and install 800.00 $800.00 Subtotal: $3,528.93 Tax: $162.31 Total Estimate: $3,691.24 Not -to -Exceed: $4,000.00 Municipal Operations Department —Various Upon written request from the Project Administrator, Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal'). The Letter Proposal shall include the following: • A detailed description of the Services to be provided; • The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; • The estimated number of hours and cost to complete the Services; and • The time needed to finish the specific project. No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed by the Project Administrator, Consultant shall diligently perform the duties in the approved Letter Proposal. Services may include but are not limited to the following: Various as -needed services as stated in a Letter Proposal accepted by City, systems warranty, preventive maintenance and repair services for City Facilities. Not -to -Exceed: $7,000.00 II. EXCLUSIONS & CLARIFICATIONS: a. Patching and painting are not included in this Scope of Services. III. TYPE AND INSTALLATION OF MATERIALS Consultant shall only use the standard materials described in Exhibit "A" in performing services under this Agreement. Any deviation from the materials described in Exhibit "A" shall not be installed unless approved in advance by the City Project Administrator. IV. RESPONSIBILITY FOR DAMAGES OR INJURY a. City and all officers, employees and representatives thereof and all persons and entities owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project orfor injury to or death of any person as a result of Consultant's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project and/or Services by Consultant, or its subcontractors, or its workers, or anyone employed by either of them, unless caused by the City's negligent acts, omissions, or willful misconduct. b. Consultant shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause to the extent arising from the negligent acts, omissions, or willful misconduct of the Consultant or any subcontractor or supplier selected by the Consultant. C. Intellectual Property Indemnity - Consultant shall defend, indemnify and hold City, its agents, officers, representatives, employees and City Council, boards and commissions harmless from any proceeding brought against City for any intentional or unintentional violation of the intellectual property rights of any third parry with respect to Products deliverables purchased in this Agreement This indemnification shall include, but is not limited to, infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's deliverables provided under this Agreement. d. Consultant shall perform all Project work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Consultant shall perform work as specified in this Exhibit "A" to limit impacts to traffic during the system installation period. Consultant shall be liable for any private or public property damaged during the performance of the Project work. e. Nothing in this Section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Agreement, except to the extent provided in Section 9 of the Agreement. f. The rights and obligations set forth in this Section shall survive the termination of the Agreement. V. EFFECT OF CONSULTANT'S EXECUTION Execution of Amendment No. Two by Consultant is a representation that Consultant has visited the Project site(s), has become familiarwith the local conditions underwhich the work is to be performed, and has taken into consideration these factors in submitting its Project proposal and Scope of Work. a. Consultant warrants to City that all Products to be delivered hereunder will be free from defects in material or workmanship and will be of the kind and quality designated or specified by Consultant in this Exhibit "A". The warranty shall apply only to defects appearing within two years from the date of final acceptance by City for hardware products not manufactured by the Consultant, and two years from the date of final acceptance by City for hardware products manufactured by Consultant. If Consultant installs the Products and associated hardware and materials, or supplies technical directions of installation by Agreement, the warranty period shall run from the date of final acceptance of installation by City, provided same is not unreasonably delayed by City. b. If Consultant -manufactured equipment delivered hereunder does not meet the above warranty, and if City promptly notifies Consultant in writing, Consultant shall thereupon correct any defect, including non-conformance with the specifications, either (at its option) by repairing any defective or damaged parts of the equipment, or by making available any necessary replacement parts, delivered and installed without additional charge to City within seven (7) working days. City will return the defective product to Consultant, at Consultant's expense. Consultant shall repair or replace the defective item and return it to City, shipping costs prepaid. Consultant shall perform any necessary testing, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Consultant's equipment. C. The foregoing warranty is exclusive and in lieu of all other warranties, whether written, oral, implied or statutory. Consultant does not warrant any equipment of other manufacture designated by City. EXHIBIT B SCHEDULE OF BILLING RATES Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page B-1 EXHIBIT B FEE SCHEDULE AMENDMENT NO.2 — Servicing, Systems Warranty, Preventive Maintenance and Repair Balboa Yacht Basin — 829 Harbor Island Drive Install best camera solution for Balboa Yacht Basin to view entry ways and boat slips. Not -to -Exceed: $14,000.00 Community Youth Center (CYC) — 3000 Fifth Avenue Install security alarm panel with 13 wireless door contacts, and 1 keypad. System will call to Newport Beach PD on an analog phone line provided by City. Not -to -Exceed: $5,000.00 Balboa Fire Station No. 4 —124 Marine Avenue Install 4 new speakers and wireless microphone. Not -to -Exceed: $4,000.00 Municipal Operations Department —Various Maintenance/Repairs Various as -needed services as stated in a Letter Proposal accepted by City, systems warranty, preventive maintenance and repair services for City Facilities. Not -to -Exceed: $7,000.00 TOTAL: NTE $30,000.00 UN AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ` WITH ACCESS, CCTV, EXPERTS, SECURITY, SPECIALIST, INC. VDBA ACESS SECURITY FOR SERVICING, SYSTEMS' WARRANTY, PREVENTIVE MAINTENANCE AND REPAIR OF CITY HALL, 16TH STREET RECREATION CENTER SECURITY/SAFETY EQUIPMENT THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 17th day of October, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ACCESS, CCTV, EXPERTS, SECURITY, SPECIALIST, INC., a California corporation doing business as ("DBA") ACESS SECURITY ("Consultant"), whose address is 11977 Kilgore Street, Moreno Valley, California 92557, and is made with reference to the following: RECITALS A. On May 16, 2016, City and Consultant entered into a Professional Services Agreement ("Agreement") for servicing, systems' warranty, preventative maintenance and repair of City Hall security/safety equipment ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, as amended, to extend the term of the Agreement to March 31, 2021 and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on March 31, 2021, unless terminated earlier as set forth herein." 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Fifteen Thousand Dollars and 00/100 ($15,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Five Thousand Dollars and 001100 ($5,000.00). 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY' OFFICE Date: 17 /b By: Aaron C. Harp1 City Attorney ATTEST - Date: aot I By. &- Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a Calif7p?, m r} ipal corporation Date: �� // By: Mike Pisani Municipal Operations Director CONSULTANT: Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security, a California corporation Date: By: Michael Rellin President Date: �� /%z Laura Rellin Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 3 EXHIBIT A SCOPE OF SERVICES I. SCOPE OF WORK: Install the following New System at the 16th Street Recreation Center located at 870 W. 16th Street. Items - (1) Bosch panel for burglar alarm system, (1) keypad at entry door, (6) motion detectors to cover main areas, (3) door contacts to cover entry doors. System will call to Newport Beach PD on an analog phone line (provided by customer) and have remote programming from Civic Center main IDF room from Newport Beach network (network connection provided by customer). Provide all labor and material to install the following: QUANTITY DESCRIPTION UNIT PRICE 1 Bosch control panel $523.80 1 Alpha keypad $162.00 6 Motions $43.20 1 Ethernet Communicator $220.72 1 Zone Expander $94.90 3 Door contacts $6.61 1 Misc. parts $150.00 1 Wire $79.65 1 Labor, install and program $3900.00 1 Labor Discount -$1500.00 II. EXCLUSIONS & CLARIFICATIONS: TAXABLE? AMOUNT T $ 523.80 T $ 162.00 T $ 259.20 T $ 220.72 T $ 94.90 T $ 6.61 T $ 150.00 T $ 79.65 $3900.00 -$1500.00 SUBTOTAL $3910.10 SALES TAX $ 120.00 TOTAL $4030.10 a. Patching and painting are not included in this Scope of Services. III. TYPE AND INSTALLATION OF MATERIALS Consultant shall only use the standard materials described in Exhibit "A" in performing services under this Agreement. Any deviation from the materials described in Exhibit "A" shall not be installed unless approved in advance by the City Project Administrator. IV. RESPONSIBILITY FOR DAMAGES OR INJURY a. City and all officers, employees and representatives thereof and all persons and entities owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Consultant's performance of the Services required hereunder; or for damage to property from any cause arising from Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page A-1 the performance of the Project and/or Services by Consultant, or its subcontractors, or its workers, or anyone employed by either of them, unless caused by the City's negligent acts, omissions, orwillful misconduct. b. Consultant shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause to the extent arising from the negligent acts, omissions, or willful misconduct of the Consultant or any subcontractor or supplier selected by the Consultant. C. Intellectual Property Indemnity - Consultant shall defend, indemnify and hold City, its agents, officers, representatives, employees and City Council, boards and commissions harmless from any proceeding brought against City for any intentional or unintentional violation of the intellectual property rights of any third party with respect to Products deliverables purchased in this Agreement This indemnification shall include, but is not limited to, infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's deliverables provided under this Agreement. d. Consultant shall perform all Project work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Consultant shall perform work as specified in this Exhibit "A" to limit impacts to traffic during the system installation period. Consultant shall be liable for any private or public property damaged during the performance of the Project work. e. Nothing in this Section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Agreement, except to the extent provided in Section 9 of the Agreement. f. The rights and obligations set forth in this Section shall survive the termination of the Agreement. V. EFFECT OF CONSULTANT'S EXECUTION Execution of Amendment No. One by Consultant is a representation that Consultant has visited the Project site(s), has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its Project proposal and Scope of Work. VI. WARRANTY a. Consultant warrants to City that all Products to be delivered hereunder will be free from defects in material or workmanship and will be of the kind and quality designated or specified by Consultant in this Exhibit "A". The warranty shall apply only to defects appearing within two years from the date of final acceptance by City for hardware products not manufactured by the Consultant, and two years from the date of final acceptance by City for hardware products manufactured by Consultant. If Consultant installs the Products and associated hardware and materials, or supplies technical Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page A-2 directions of installation by Agreement, the warranty period shall run from the date of final acceptance of installation by City, provided same is not unreasonably delayed by City. b. If Consultant -manufactured equipment delivered hereunder does not meet the above warranty, and if City promptly notifies Consultant in writing, Consultant shall thereupon correct any defect, including non-conformance with the specifications, either (at its option) by repairing any defective or damaged parts of the equipment, or by making available any necessary replacement parts, delivered and installed without additional charge to City within seven (7) working days. City will return the defective product to Consultant, at Consultant's expense. Consultant shall repair or replace the defective item and return it to City, shipping costs prepaid. Consultant shall perform any necessary testing, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Consultant's equipment. C. The foregoing warranty is exclusive and in lieu of all other warranties, whether written, oral, implied or statutory. Consultant does not warrant any equipment of other manufacture designated by City. Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page A-3 PROFESSIONAL SERVICES AGREEMENT WITH ACCESS, CCTV, EXPERTS, SECURITY, SPECIALIST, INC. DBA ACESS SECURITY FOR SERVICING, SYSTEMS' WARRANTY, PREVENTIVE MAINTENANCE AND REPAIR OF CITY HALL SECURITY/SAFETY EQUIPMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 16h day of May, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ACCESS, CCTV, EXPERTS, SECURITY, SPECIALIST, INC., a California corporation doing business as ("DBA") ACESS SECURITY ("Consultant"), whose address is 11977 Kilgore Street, Moreno Valley, California 92557, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant for servicing, systems' warranty, preventive maintenance, and repair of City Hall security/safety equipment ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2016, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City, shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Ten Thousand Dollars and 00/100 ($10,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 2 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Mike Rellin to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations Department. City's Fleet/Facilities Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 3 perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 4 limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 5 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 6 Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 7 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Kyle Brodowski, Fleet/Facilities Manager Municipal Operations Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 8 Attn: Mike Rellin Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security 11977 Kilgore Street Moreno Valley, CA 92557 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 of seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Agreement shall be paid to all workmen employed on the Work Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 9 to be done according to the Agreement by the Consultant and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 29. STANDARD PROVISIONS 29.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 29.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 29.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 10 29.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 29.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 29.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 29.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: ATTORNEY'SCITY OFFICE Date: • ar AttorneyCity ATTEST: �,11 1 Date: jI Len2ji 1. Browi City Clerk CITY OF NEWPORT BEACH, a California r�unicip,al corporation Date: ��y/� 1 /(G� By: Mike Pisani Municipal Operations Director CONSULTANT: Access, CCTV, Experts, Security, Specialist, Inc. a California corporation DE3A Ace s Secufity Date: ©� t� k�C<' By: chael Re in President Date: �i/aq )T01 CP Laura Rellin Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page 12 EXHIBIT A SCOPE OF SERVICES Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page A-1 SCOPE OF WORK VIDEO SURVEILLANCE: 1. All labor and material to visually inspect, clean system devices, notate any warranty and or non -warranty items or issues for resolution, and perform complete system check to ensure proper system operation. a. Services that shall be performed as follows on a quarterly basis for preventive maintenance on a video surveillance system shall be completed once every three months for a total of four times in the calendar year. b. The cameras shall have preventative maintenance completed on the following schedule: In the first quarter, the first floor interior cameras at City Hall shall be completed; in the second quarter the interior and exterior cameras of Council chambers shall be completed; in the third quarter interior of lower level and exterior of City Hall shall be completed, and in the fourth quarter the parking structure and the bridge elevators shall be completed. c. Consultant shall be responsible for payment of lift rental, which reasonable costs shall be reimbursed by City. d. Video recorder(s) shall be inspected for recorded video to ensure proper recorded retention. e. Frame rate and record quality for each camera will be inspected to ensure maximum recorded capabilities. f. Camera/lens focus and auto iris is adjusted properly to optimize clear view and area of coverage. g. Camera/housing viewing window is clean, inside and out, to remove and dust or debris. h. Camera lens shall be inspected to make sure all lenses are dust free and free from any obstructions. i. Interior of camera enclosure shall be inspected for any leakage and to confirm that the interior is clean and dry. j. Monitors shall be inspected for picture bum -in and distortion, and City shall be notified of any problems. k. Monitors shall have proper contrast and brightness adjusted for optimal viewing. 1. Clean all monitor screens, control panels, and keyboards from dust and or any inappropriate matter. ACCESS CONTROL SYSTEM: 1. All labor and material to visually inspect, clean system devices, notate any warranty and or non -warranty items or issues for resolution, and perform complete system check to ensure proper system operation. a. The card readers shall have preventative maintenance completed on the following schedule: In the first quarter, the first and second floor of building "A" at City Hall shall be completed; in the second quarter, the first and second floor of building "C" at City Hall shall be completed; in the third quarter, the first and second floor of building "D and E" at City Hall shall be completed; and in the fourth quarter the council chambers and community room shall be completed. b. All card readers in each section will be checked for four (4) valid access granted transactions. c. A back up of the access control server database will be burned onto a compact disc and placed in the nearest access control node near server. d. All nodes shall be checked for failure or any abnormalities. e. The transaction history will be run to check for consistency. f. Card readers will be cleaned and access control nodes shall be inspected for any loose connections and for proper functionally. g. A visual inspection of all major components for signs of deterioration shall be performed. h. Access control unit shall be inspected for performance and optimization. i. Alarm inputs shall be inspected for proper operation and response. SECURITY ALARM SYSTEM: 1. All labor and material to visually inspect, clean system devices, notate any warranty and or non -warranty items or issues for resolution, and perform complete system check to ensure proper system operation. a. The panic alarms shall have preventative maintenance completed on the following schedule: All panic alarms will be tested on a monthly basis, the locations are first floor in bay "A, B, C, D, and, E". The second floor in bay "A, C and E". All panic alarms in the council chambers. b. All panic alarms will be tested to make sure that the Newport Beach Police department receives all signals. c. The transaction history will be run to check for consistency. d. A visual inspection of all major components for signs of deterioration shall be performed. e. Security alarm controller unit shall be inspected for performance and optimization. f. Alarm inputs shall be inspected for proper operation and response. SERVICING AND PREVENTATIVE MAINTENANCE: 1. The servicing and preventative maintenance of equipment shall only be carried out by prior appointment; Consultant shall contact City via letter, e-mail, telephone, fax or any other suitable means giving reasonable notice and a proposed appointment. 2. If the proposed appointment is inconvenient or circumstances prevent City from keeping this appointment, City may alter the date and/or time up to one (1) working day prior to the proposed appointment date via letter or e-mail, or up to four (4) hours before the start of the proposed appointment time window via telephone. 3. In the unlikely event Consultant has to alter the proposed appointment made to carry out servicing and preventative maintenance, Consultant reserves the right to do so at any time but Consultant shall contact City by telephone in the first instance or any other means available; unless exceptional circumstances beyond Consultant's control make it impractical for Consultant to contact City. 4. If Consultant attends on the date, and during the time window of the proposed or agreed appointment, and City, or an authorized designee, is not present to allow access, Consultant shall leave notification of our attendance using means of notification reasonably likely to be received by City, requesting that City contact us. If City fails to contact Consultant within one (1) calendar month of the date of attendance, City's servicing and maintenance is deemed "complete" as defined under guidelines issued by Consultant's third party inspectorate and if City subsequently requires Consultant to re- attend to carry out the servicing and maintenance, additional charges shall apply. 5. Consultant requires uninterrupted access, or access within a reasonable timescale upon request, to all areas of the property where the equipment connected to City's system is installed and all areas afforded protection by its installation; and Consultant agrees to bear the cost of hiring any specialist access equipment, specialist ladders, lifts or scaffolding required to complete the servicing and preventative maintenance or any other servicing or repairs. Reasonable costs for such equipment shall be home by the Consultant and reimbursed thereafter by City. 6. An appointment time window indicates the earliest and latest time Consultant's technician may arrive and does not indicate the time the work shall be completed and Consultant requires that City, or someone City appoints with sufficient authority, to be on the premises at all times and that this person shall have authority to sign for Consultant's work carried out and to authorize additional work and any associated costs where applicable. 7. If Consultant has attended the property by prior appointment, but access to areas within the property are not available, not provided within a reasonable timescale upon request, or by City- provided subcontractor, Consultant shall assume the equipment that we have been unable to inspect is fully operational. If City requires Consultant to re-attend to inspect such equipment when access is available, additional charges shall apply. 8. If City provides Consultant access but due to Consultant's operational circumstances we are unable to complete the inspection, servicing, or remedial work, Consultant shall arrange to re-attend to complete the work without additional charge. 9. Elements of servicing and preventative maintenance that are included within the Scope of the Services under this Agreement and that incur no additional cost to City shall be carried out by Consultant's technician without prior authorization. 10. Work not included within the Scope of Services or that incurs additional charge, shall only be carried out with City's authorization or the authorization of the person City has appointed to allow Consultant access. 11. Where county standards require more than one inspection per year at Consultant's discretion, Consultant may supplement servicing and preventive maintenance with remote servicing if the period of cover has a duration of twelve (12) months or greater, or if successive consecutive agreements provide a cumulative period of cover of twelve (12) months or greater. 12. Where Consultant is required to carry out more than one inspection per year, subject to compliance with the relevant standard, Consultant may not inspect and test every component part on each visit. 13. At the conclusion of the term of this Agreement, City shall receive an invoice for the next period of cover that clearly indicates that such invoice is for a period of cover beyond the term of this Agreement. If you do not agree to enter into the next period of cover and do not pay the associated invoice but invite us to attend the site to carry out any work on site including servicing and maintenance after the end of the current period of cover, City shall be charged for attendance, labor, and materials at the prevailing rate for that visit. CALLOUT, REPAIRS AND VISITS: 1. With the exception of routine inspections or Remote Services, if City asks Consultant to visit City premises, the visit shall be chargeable for attendance fees, labor and materials and City agrees to pay a reasonable charge for all visits including aborted attendance and failure to gain access. 2. Consultant shall repair City's system during normal working hours when City requests Consultant to do so by either site visit or by Remote Services where facilities are available. 3. For specialist fire safety, CCTV, access control and intruder alarm systems, Consultant shall visit City premises outside of normal working hours when City requests Consultant to do so at an additional charge. 4. For specialist intruder alarm, CCTV, access and fire safety, Consultant shall attend site within 48 hours, respectively, where requested to do so and alternatively by appointment within a mutually convenient time window. 5. For all systems other than those detailed herein, Consultant shall attend site within normal working hours of the next working day after City reports the fault or by appointment within a mutually convenient time window. 6. Although every effort shall be made to repair City's system without delay, attendance on site is not a guarantee of full repair or resolution of the problem and may require further attendance. 7. Details of servicing and preventive maintenance, Remote Services, maintenance, and remedial work carried out may be recorded either electronically or in paper format and a copy shall be provided to City upon request. 8. If City requests Consultant repair a system with preventive maintenance of service during the period of cover, City shall be charged for labor, attendance fees, or call -out charges if the system requires repair due to equipment defect, failure, or fair wear and tear. LIMITATIONS OF LIABILITY: 1. Regardless of the level of service cover, City agrees to pay the cost of labor, equipment, and/or attendance fees, to repair, replace, or disconnect any equipment connected to City's system in the event of a fault if the cause includes (but not limited to) the following: a. Accidental or malicious damage to the equipment or interference or tampering with the equipment by either City or a third party other than normal user operation; b. Damage caused by rodent or any other animal activity, or the repair or resetting of the system due to activation caused by animal or insect infestation; c. Any insurable loss such as fire, flood, theft or acts of God such as adverse weather, storms, lightning, or other acts of nature whether or not City is insured for such events; d. Failure of, or interference from, any connected or third party service such as mains supply, telephone line, internet connection, LAN, WAN, building management or any other system; c. Changes to layout, equipment, furnishings, or environmental conditions internal or external to the property that interfere with, prevent the operation of, or reduce the performance or sound level of any part of the system; f. Replacement of consumable items such as (but not limited to) batteries, lamps, lights, fluorescent tubes, access control cards, video and audio recording heads and recording media; g. Cost of hiring any temporary loan equipment, insurance for this equipment and the cost of refurbishment if not returned in the same condition as it was originally issued; h. Any high reach equipment and or structure(s) needed for any type of work required and or requested; i. Consultant shall be responsible for any equipment rental needed by Consultant, such as but not limited to lift equipment, until work has been completed, and Consultant shall be responsible for any damage caused to the rented equipment. j. Any equipment that is deemed obsolete by the manufacturer shall not be covered by this Agreement and shall require replacement by Consultant with current equipment at an additional discounted cost. CITY RESPONSIBLE FOR ADDITIONAL COSTS: 1. All costs as necessary for the provision of communication services from network providers and mains supply from energy providers to enable the operation of the system through continuous service. 2. Any charges levied by Police, Fire Department, guarding services, or other services in connection with the use or activation of the system no matter how caused. 3. Any financial arrangements made with City for persons acting as City's agents for attending to or in connection with the operation of your system. 4. Any State, County, City, or Federal fees, fines, or charges. CITY RESPONSIBILITIES 1. City agrees not to allow any person other than one of Consultant's authorized representatives to test, repair, adjust, connect to, or alter any part of the system at any time during the period of cover. 2. City has an obligation to inform Consultant of any materials, working conditions, operations, or processes on site that may be hazardous, and Consultant reserves the right to withdraw employees from the site if any significant hazard becomes apparent, and to make additional charges to re-attend when the hazard has been cleared. 3. City accepts overall responsibility for the integrity of the system insofar as Consultant cannot reasonably be accountable for City's actions or those of City's agents, or City's distribution of keys and/or passwords and codes, and therefore the potential for someone to identify those using correct codes and passwords. 4. City accepts that there is no guarantee that the system cannot be circumvented or compromised; or that structural alterations, or the placement of any stock, fixings, or furniture that detracts from the field of detection or view of a device may provide a path that may result in undetected illegal entry. 5. Consultant has no special knowledge of the value or nature of the contents of City's premises or the nature of the risks that City's premises, contents, or occupants may be exposed to. The system is not a replacement for insurance and may, at best only reduce any risk, loss, damage, or injury to persons on the premises to the extent this is reasonably practicable. 6. City agrees to take all reasonable steps to ensure the alarm system causes no distress or nuisance to any third parties. 7. If the system is a video surveillance system, you agree to register and conform in all aspects to any requirements under state or federal laws. LIMITATIONS OF OUR RESPONSIBILITIES: 1. THE LIMITATIONS IN THE EXTENT OF OUR LIABILITY DO NOT AND WILL NOT AFFECT YOUR STATUTORY RIGHTS WHERE YOU DEAL WITH US AS A CONSUMER. 2. We shall not be required to perform any remote transmission or monitoring services or to make any repayment to you if any third party should withdraw or delay the provision of its services or if the Alarm Receiving Center is not able to continue to provide signaling GYQILIAISI; .l 3. The Alarm Receiving Center may interpret any appropriate signal received from City's system as an indication of a genuine incident taking place and, regardless of any other indications that may be received to support or counter the signal received; notify the Police or Fire Authority accordingly. EXHIBIT B SCHEDULE OF BILLING RATES 1. Servicing will be carried out during normal working hours as defined as follows. a. Regular service during business hours (Monday -Friday 8am-5pm) Labor rates: $130/Hour per technician (Minimum of 2 hours) b. Business hours (Monday -Friday 8am-5pm) Emergency service labor rates: $200/Hour per technician (Minimum of 2 hours) c. After business hours emergency service labor rates: $200/Hour per technician (Minimum of 2 hours) d. Saturday/Sunday emergency hours labor rates: $250/Hour per technician (Minimum of 4 hours) 2. Preventative maintenance shall be carried out during normal working hours as defined as follows. a. Preventative maintenance shall be billed at $130.00/Hour Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page C-1 Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page C-2 B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page C-3 judgment may be necessary for its proper protection and prosecution of the Work. Access, CCTV, Experts, Security, Specialist, Inc. DBA Acess Security Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 6/8/16 Dept./Contact Received From: Rachell Date Completed: 8/4/16 Sent to: Rachell By: Alicia Company/Person required to have certificate: Access Security Type of contract: All Others I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 6/2/16 -6/2/17 A. INSURANCE COMPANY: Scottsdale Insurance Companv B. AM BEST RATING (A-: VII or greater): A+: XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ❑ Yes ®No D. LIMITS (Must be $1 M or greater): What is limit provided? 1M/2M E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must 1,000,000 include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed ® N/A ❑ Yes ❑ No Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City ❑ N/A 0 Yes ❑ No its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence' wording? ❑ Yes ®No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 5/9/1 A. INSURANCE COMPANY: Mercury Insurance Company B. AM BEST RATING (A-: VII or greater) A+:XIII C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ N/A 0 Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: Exempt 8/1/16 A. B. C. D. E. F. G. INSURANCE COMPANY: AM BEST RATING (A-: VII or greater): ADMITTED Company (Must be California Admitted): WORKERS' COMPENSATION LIMIT: Statutory EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) WAIVER OF SUBROGATION (To include): Is it included? SIGNED WORKERS' COMPENSATION EXEMPTION FORM H. NOTICE OF CANCELLATION: ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 8/4/16 Date ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ N/A ® Yes ❑ No ❑ N/A ® Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed due to GL carrier being non -admitted Sheri approved Non -Admitted carrier 8/3/16. Approved: Risk Management Date * Subject to the terms of the contract.