HomeMy WebLinkAboutC-1855 - Services for installation REACS alarm systemAGREEMENT FOR CONSULTING ENGINEERING SERVICE
(NEWPORT TECHNOLOGY CORPORATION - REACS ALARM SYSTEM)
THIS AGREEMENT is made and entered into this //66�
day of , 1976, by and between the CITY
OF NEWPORT BEACH, a municipal corporation, hereinafter referred
to as "City" and NEWPORT TECHNOLOGY CORPORATION, A California
corporation, hereinafter referred to as "Engineer"
W I T N E S S E T H:
WHEREAS, City has determined that it is desirable
and necessary to engage professional services to develop the
required software and operating software systems, together with
the demonstration of and installation of a test computer alarm
facility in the Newport Beach Police Facility; and
WHEREAS, City has or will purchase necessary equipment
to install the REACS Alarm System in the Newport Beach Police
Facility; and
WHEREAS, Engineer has submitted a proposal to perform
certain consulting engineering services in conjunction with the
installation, set -up and operation of the REACS Alarm System;
and
WHEREAS, Engineer is qualified to undertake said services
and City desires to accept said proposal;
NOW, THEREFORE, IN CONSIDERATION of these premises, the
parties hereto agree as follows:
1. General. (a) City engages Engineer to perform
the services hereinafter described for the compensation herein
stated.
(b) Engineer agrees to perform said
services upon the terms and conditions hereinafter set forth.
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2. Services to be Performed by Engineer. In con-
junction with the installation, testing and operation of the
REACS (Residential Emergency Alarm Calling System) and pursuant
to Engineer's proposal dated March 10, 1976, Engineer agrees
to provide consulting engineering service to integrate and test
equipment furnished by the Newport Beach Police Department, to
install and test the complete system at Newport Beach Police
Department Police Facility, and to train Newport Beach Police
Department personnel in its operation. Additionally, the software
to be developed by Engineer will be functioned so as to permit
direct interface, in the future, to the Newport Beach Police
Radio Dispatch System. Engineer agrees to provide certain
documentation, including operator's manual and maintenance manual
for all hardware items, flow charts and source listings for all
software.
3. Duties of City. City has acquired certain equipment
in conjunction with the installation of the REACS Alarm System.
City agrees to permit Engineer access to said equipment, together
with supplying such information, materials and consultation
services as are reasonably necessary to provide Engineer with
sufficient data, information and other relevant materials owned
or controlled by the City for completion of the work hereinbefore
outlined.
4. Ownership of Materials. All applications programs
and related software materials developed by Engineer as a result
of performance of the work hereunder (the "Contract Materials ")
shall become the property of the City and may be reproduced as
deemed necessary by City. However, all programs and software
materials owned or developed by Engineer prior to this Agreement
(the "Engineer's Materials ") shall remain the property of the
Engineer and are being made available to City for its exclusive
use only and will not be reproduced or distributed to anyone else
without the prior written consent of Engineer.
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5. Engineer in Charge. Neale Johnson, principal of
Newport Technology Corporation, shall be Engineer in charge of
the project and shall oversee the performance of all functions
hereunder.
6. Right of Termination. City reserves the right to
terminate this Agreement at any time by giving Engineer thirty
(30) working days' prior written notice. Notice shall be deemed
served on Engineer two (2) days after deposit in the United States
Mail, postage prepaid, registered, addressed to Engineer's
office at 3601 West MacArthur Boulevard, No. 910, Santa Ana,
California 92704. In the event of termination due to fault
of Engineer, as defined hereinbelow, City shall be relieved of
any obligation to compensate Engineer beyond compensation paid
to Engineer prior to termination. If the Agreement is terminated
for any other reason than fault of Engineer, City agrees to
compensate Engineer for the actual services performed to the
effective date of the Notice of Termination, on the basis of the
fee schedule hereinafter set forth.
The term "fault of the Engineer" shall be defined as
the Engineer's inability to make the REACS system perform as
described in Engineer's proposal dated March 10, 1976. Demonstra-
tion of acceptable system performance shall be made at Engineer's
facility with the REACS system operating over regular coaxial
cable rather than the CATV system. It is recognized and under-
stood that operation of the REACS system over the proposed
Community Cablevision Company CATV link identified as Phase I
in Engineer's proposal, may encounter technical difficulties
beyond control of the Engineer.
7. Completion of Work. Engineer agrees to complete
work not later than November 30, 1976.
8. Fee Schedule and Payment. (a) In consideration
of the above - described services, City agrees to pay Engineer
not more than Thirty -One Thousand, One Hundred and Eighty -Five
Dollars ($31,185.00), based upon the hourly rate set forth
herein.
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(b) The contract amount shall be paid to Engineer
as follows:
Engineer will submit monthly progress billings for
that portion of services actually rendered in each month.
Monthly payments will be based upon these billings and
will be paid at the rate of $31.185 per hour. The sum
of the monthly progress payments shall not exceed ninety
percent (90 %) of the maximum fee; the balance of ten
percent (10 %) to be paid upon acceptance by City of
completion of all services. Billings for each month shall
be submitted on the 30th day of the month in which service
was performed, and shall be paid by the 10th day of the
following month. Payments made under this Agreement shall
be by City draft made payable jointly to Engineer and
the Bank of America (Harbor and Edinger Branch) pursuant
to a Security Agreement dated July 30, 1976.
9. Amendments. The scope of the services to be
furnished by Engineer may be changed and the maximum fee revised
upon prior written approval of the City Manager if the increase
in the maximum fee does not exceed Three Thousand One Hundred
Eighteen Dollars ($3,118.00). If revisions of the scope of the
services result in an increase in the maximum fee exceeding Three
Thousand One Hundred Eighteen Dollars ($3,118.00), an amendment
to this Agreement providing for such revisions shall be processed
and executed by the parties hereto.
10. Hold Harmless. Engineer shall indemnify and hold
harmless City, its officers and employees, from any damage or
liability arising from negligence of Engineer's performance
of the services under this Agreement; reduced, however, by the
extent to which any negligence on the part of the City, its
officers, employees, agents or independent contractors working
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for the City, may have contributed to the event or occasion
giving rise to such damages or liability.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be made and executed the day and year first
above written.
ATTEST:
'City Clerk
APPROVED AS TO FORM:
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City Attorney
CITY OF NEWPORT BEACH
A Municipal Corporation
By 1
Mayor
NEWPORT TECHNOLOGY CORPORATION
as
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8/3/76
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SECURITY AGREEMENT
(Assent of Accounts and Contract Rights —S* ic)
FOR VALUE RECEIVED, the undersigned Newport Technology Corporation
hereinafter called Debtor, hereby assigns and transfers to BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking association, hereinafter called Secured Party, all moneys and rights to payment now due
or which may hereafter become due from City of Newport Beach
for goods sold or to be sold or leased or to be
leased or for services rendered or to be rendered or for any other consideration, whether earned or yet to be earned by per-
formance, under each of the following described contracts or purchase orders:
NUMBER
DATE
AMOUNT
07181
7 -7 -76
$10,,338.40
07182
7 -7 -76
2,839.00
07183
7 -7 -76
6,068.50
07184
7-7 -76
31,185.00
07185
7 -7 -76
1,SOo.00
07186
7 -7 -76
2,794.50
together with all proceeds thereof, as security for the payment of all debts, obligations, and liabilities now or hereafter
existing, absolute or contingent, of Debtor, or any one or more of them, to Secured Party.
Debtor hereby constitutes and appoints Secured Party its true, lawful and irrevocable attorney to demand, receive
and enforce payments and to give receipts, releases, satisfactions for and to sue for all moneys payable to the Debtor and
this may be done either in the name of the Debtor or in the name of Secured Party with the some force and effect as the
Debtor could do if this Security Agreement had not been made. Any and all moneys or payments which may be received by
the Debtor to which Secured Party is entitled under and by reason of this Security Agreement will be received by Debtor as
trustee for the Secured Party, and will be immediately delivered in kind to Secured Party without commingling. Debtor
hereby represents and warrants to Secured Party that the accounts or contract rights above assigned have not heretofore
been alienated or assigned.
This Security Agreement shall remain in full force and effect until its release and termination in writing by the
Secured Party. Notice of this Agreement may be given at the option of the Secured Party. That the general nature of the
business out of which such accounts and contract rights arise or are to arise is Engineering consulting and
manufacturing , and such business is or will be carried on at 3601 W. MacArthur Blvd.
Street, Santa Ana California.
IN WITNESS WHEREOF, the Debtor has caused its name to be subscribed hereto this 30th day of
Tuly , 19 76.
City of Newport Beach
3300 Newport Blvd.
Newport Beach. CA 92660
(Name and Address of Payor under Contracts or
Purchase Orders or Otherwise)
New ort T ion
By �
(Title)
Neale E. nson, Pres.
PLEASE TAKE NOTICE that a security interest has been granted in the rights to payments arising from the
above referred to contracts, purchase orders or otherwise, and such rights have been assigned to the undersigned. Pay-
ments thereunder should be made to the undersigned at its branch address as indicated below.
Please return to the undersigned the enclosed copy of this notice showing the date of receipt and duly signed by
the person acknowledging receipt on behalf of the addressee.
Yours very truly,
BANKOFAMER"
Harbor - Edinger Branch NATIONAL TRUST AND SAVINGS ASSOCIATION
OFFICE
16192 South Harbor Blvd., Santa Ana, By
ADDRESS Ca_. OY Assistant Coshier•Monager
RECEIPT is hereby acknowledged of the above notice and copy of the above mentioned Security Agreement. No
previous assignment or claims against the above described accounts or contract rights have been received.
This notice an
N•.6aX %>3
1915. CI y F NEWP
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M yor (Tit e
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RESOLUTION NO. 8 8 6 3
0
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF NEWPORT BEACH APPROVING A CONSULTING ENGIN-
EERING AGREEMENT WITH NEWPORT TECHNOLOGY
CORPORATION AND AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE AGREEMENT ON BEHALF OF THE
CITY
WHEREAS, there has been presented to the City Council
of the City of Newport Beach a certain consulting engineering
agreement between the City of Newport Beach and Newport
Technology Corporation in connection with services to be performed
in conjunction with the installation, set -up and operation of
the REACS Alarm System; and
WHEREAS, the City Council has reviewed the terms and
conditions of said agreement and finds them to be satisfactory
and that it would be in the best interest of the City to authorize
the Mayor and City Clerk to execute said agreement;
NOW, THEREFORE, BE IT RESOLVED by the City Council
of the City of Newport Beach that said agreement above described
is approved, and the Mayor and City Clerk are hereby authorized
and directed to execute the same on behalf of the City of
Newport Beach.
BE IT FURTHER RESOLVED that the Mayor and City Clerk
are authorized to execute an acknowledgment of receipt of a copy
of the Security Agreement between Newport Technology Corporation
and the Bank of America.
ATTEST:
City Clerk
ADOPTED this 9th day of August , 1976.
Mayor
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