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Home My WebLink AboutAGMT - Convergint Technologies (Emergency Security Upgrades to City Hall CIP Noo EM1504)RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO CITY OF SEAL BEACH Attn: City Clerk 211 - 8th Street Seal Beach, CA 90740 Recorded in Official Records, Orange County Hugh Nguyen, Clerk- Recorder 111I1IIII]l 11 111111111111111 $1111$11111 1111 NO FEE 181 11 201600045357612:27 pm 09120116 276 401 N12 1 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Space of above this line for Recorder's use. "' No Recording Fee Pursuant to Government Code Section 6103, 27 NOTICE OF COMPLETION Notice pursuant to Civil Code Section 3093, must be filed within 10 days after Notice is hereby given that: .1 E VED b APP11-216 "INJIS CtCITY CLERK 1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described: 2. The full name of the owner is: City of Seal Beach. 3. The address of the owner is: 211 — 8th Street Seal Beach, CA 90740. 4. The nature of the interest or estate of the owner is: In Fee. The City of Seal Beach. 5. A work of improvement on the property hereinafter is described as substantially completed on August 19, 2016. The work was Emergency Security Upgrades to City Hall CIP No. EM1504. 6. The name of the contractor(s), if any, for such improvement was: Convergint Technologies. The date of the Contract Award was August 31 2015. 7. The property on which said work of improvement was completed in the City of Seal Beach, County of Orange, State of California, and is described as follows: City Hall City of Seal Beach. Date: Deput Director of Public Works, City of Seal Beach Signature of owner or corporate officer of owner named in paragraph 2 or agent. VERIFICATION I, the undersigned, say: the Interim Directory of Public Works declarant of the foregoing notice of completion; have read said notice of completion and know the contents thereof, the same is true of my own knowledge. I declare under penalty of perjury the foreg I is true and orrect. Executed on �`r �L , 2 1at Seal a h, California. Date of Signature) Director of Public Works, City of Seal Beach Package Nei Express u$ All S' 810? 945? 2 7 8 5 SLA2 oka 0215 11 4 Express Package Service •1..mri Pactapasuptor5016s Iel EPm0.aMUS4N0. r ❑FedEx2DayAM. second evcr.ee�.• Sacee.y D.eervrvuT —UNc ❑FedFx lDay .W..xE MoMey.Sxc,d,v Deevrv's.Y,.md. erd Express Saver rites O.yxaT., bbe Names 1 i %•. Be Name V� l;e. B I Phone( 56 2) 431 -2Sn� ❑ Fell Firn Overnight e. sx.nnavhveew aarenmwl.n rhmm�0d1•v� � r.r•,•am company CITY OF SEAL BEACH ❑ Fell_ Pdap overnigght�ndm�r 0Y'xxeem MptlryurY S.E.eNpYVery v...rne. Address 211 8TH ST ❑ Fell Standard Overnight D.PUPmrsvetvon S.mmrvo.wvyx0t.,.m. city SEAL BEACH Some CA zip 90740 -6305 5 Packaging •o.ay.ee.rlrxme 'e FedEx Envelope' ❑ Fou Pek• 2 Your Internal Billing Reference r n Ix revrwmv.wa.PP.vcov.vla 3 To Recipient's Name Company0raAgleCou4i Address 112.CiVICC,nier , vv. c.�.e, dYL., m P0. hv.ee v, v 0. nP.vd... Address um en re b,ne xow Jue.vm.ed,ev m r earu.rn a m., m�m'+,1 •harem o earl e- V- ❑ B r %Ex ❑ Tube L] Other 6 Special Handling and Delivery Signature Options re.mq.pwsccd,c E,send..pua.. Sao ❑Saturda y Delivery uor...II. brrt,mnd.ao..,aem, r.eum.rarn•o,waamo.s...,. 101 H01tl Weekday red6bnw�.Ufine ❑ REWIXm. Xm.eYIW.b an Hold Saturday r.er.ico.vm.aaiw ❑Pm,xm.w.araarr r.�s.m�nm�ee. 0124354935 ND Signature Required Direct Signature ❑nneeemeYrXnwae scovoev,vr.a..mm aheeimeev.rch, del mrygiWe Dam this shipment certain dangerous goods? cre 5i nramre nde ❑.aewmmn. reaav,ro eeGmnr.gibeMyfv �va.k..rv+i F— qm We stud he checked. - - -I (No ❑ nn manes ❑ avwn o.n.,.em ❑ Dry S:PPr.D.ex,.m. emit orvins, uX,e+s ,xmkv>e.PW remdvausmm_m.ev�v,XVrp1, s..v.Dw.. ❑ Cargo Airerah0nlr 7 Payneent eiDm., � 6mrfadax RCnae.v Lrea,GN Ne.blw. � XSen,dme,,sa[d>, nenculed ❑ Recipient ❑ Third pay ❑ Cmdrt Card ❑ Cash/Check MI rj Total PeNages TmalWeight Tmal Declared Vase, IY:,CAiI'1lSLl•11 . 1 lL'JlS1L'7 t 1 9Ul•A!Ihle.Al1L'1L-'b an s m .'miMn:r.. ,WI'ueuryl. rmeNm115S,muimxue.tun.ngn....In s.. M.YNdmLeyumedaevdury L1JLL'M1 " 'gy yyy/.yylyy" du,Y,mi�bel% eanm.lskaev Mi.MnNe n=WWFr$Atee<e.kx'brt @m0 I-G BA 50 � �av,k. mnm,v.o,m m,ara .X mwaa. a 611 www.sealbeachca.gov September 15, 2016 FedEx Express Saver Orange County Clerk- Recorder 12 Civic Center Plaza, Room 101 Santa Ana, CA 92701 RE: Notice of Completion for Recording Emergency Security Upgrades to City Hall CIP No. EM1504 To Whom It May Concern Attached is Notice of Completion to be recorded. A work or improvement by Convergint Technologies on the property is described as substantially completed on August 19, 2016 and approved by the City Council of the City of Seal Beach on September 12, 2016. After document has been successfully recorded, please return to City Clerk Robin Roberts, City of Seal Beach, 211 Eighth Street, Seal Beach, CA 90740. Thank you for your prompt attention to this matter Sincerely, W�__ILJ*L Winnie Bell Part-time Executive Assistant City Clerk's Office wbell @sealbeachca.aov Enclosure RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO CITY OF SEAL BEACH Attn: City Clerk 211 - 8th Street Seal Beach, CA 90740 Space of above this line for Recorder's use. * ** No Recording Fee Pursuant to Government Code Section 6103, 27383 * * ** NOTICE OF COMPLETION Notice pursuant to Civil Code Section 3093, must be filed within 10 days after completion. Notice is hereby given that 1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described: 2. The full name of the owner is: City of Seal Beach. 3. The address of the owner is: 211 — 8th Street, Seal Beach, CA 90740. 4. The nature of the interest or estate of the owner is: In Fee. The City of Seal Beach. 5. A work of improvement on the property hereinafter is described as substantially completed on August 19 2016. The work was Emergency Security Upgrades to City Hall CIP No. EM1504. 6. The name of the contractor(s), if any, for such improvement was: Convergint Technologies. The date of the Contract Award was August 31 2015. 7. The property on which said work of improvement was completed in the City of Seal Beach, County of Orange, State of California, and is described as follows: City Hall City of Seal Beach. Date: Deput Director of Public Works, City of Seal Beach Signature of owner or corporate officer of owner named in paragraph 2 or agent. VERIFICATION I, the undersigned, say: the Interim Directory of Public Works declarant of the foregoing notice of completion; have read said notice of completion and know the contents thereof; the same is true of my own knowledge. I declare under penalty of perjury the foreg inI$I is true and orrect. Executed on �`r �L 2016u at Seah, California. Date of Signature) IJ Director of Public Works, City of Seal Beach Con-v of TECH-N, �i f Making a Daily Difference Date: August 19, 2015 To: City of Seal Beach 911 Seal Beach Blvd Seal Beach, CA 90740 Attn: Michael Ho From: Convergint Technologies Fabian Escalante fabian.escalante @convergint.com Mobile: (949) 940 -6428 Direct: (714) 546 -2780 Fax: (714) 546 -2457 Quotation: 5016210249 Project: Seal Beach - City Hall - Genetec w /line - pricing FOB Shipping Point Billed Upon Billed Progressively Storage Convergint Technologies is pleased to provide this proposal for your consideration. This quotation shall remain firm for a period of forty -five (45) days from the proposal date, and price is based upon delivery of equipment within three (3) months. Convergint Technologies payment terms are net 30. Convergint Technologies' scope of work includes furnishing, installing, programming and commissioning the material listed in the attached bill of materials (BOM) as outlined below and with regards to the data listed in the clarifications and exclusions section of this proposal. Convergint will install all cabling required for the completion of this project. Convergint Technologies shall furnish and install 5 fixed indoor cameras within City Hall as follows: • 2 cameras in first floor hallway covering hallway and opposite side door • 1 camera inside City Clerk's office facing the counter /hallway • 1 camera inside City Manager's office facing the doorway /proposed counter • 1 camera in second floor hallway facing Publics Works and Neighborhood Services Convergint Technologies shall furnish and install 1 access card reader within City Hall as follows: • 1 reader on first floor by new proposed door leading to City Manager's officce. Access control reader will integrate into existing access control interface controller's in 3rd floor server room. Convergint Technologies shall furnish and install 5 Aiphone VoIP Intercom stations within City Hall and PD as follows: • 2 wall mounted VoIP Intercom stations in first floor City Manager's office. • 1 wall mounted VoIP Intercom stations in first floor City Clerk's office • 1 wall mounted VoIP Intercom stations in first floor Finance /Cashier Window • 1 desk mounted VoIP Intercom station in Police Department Dispatch UNITED STATES • CANADA • ASIA PACIFIC Initial Convergint will integrate the above equipment using existing access card controller and reader interface panels, and existing customer's POE network switches. City will also provide video /access control server for this project. In addition, Convergint Technologies will furnish and install a Genetec Integrated Access control & Video Surveillance solution to replace the existing NLSS system. Installation will include Genetec software configuration which is to be loaded in customer's VM environment and utilizing customer's existing storage. Convergint will integrate all existing access control readers and controllers as well as all existing video cameras and encoders into the Genetec platform. City to provide all viewing stations. Configure Genetec software and licensing as shown in the BOM - to support the City's 12 existing card readers plus the 1 new City Hall reader. • Configure Genetec software and licensing as shown in the BOM - to support the City's 35 existing cameras plus 5 new City Hall cameras Warranty Convergint will provide a one year labor warranty and a one year material warranty. Provision of materials after the first year will be billed on a time and materials basis. UNITED STATES • CANADA • ASIA PACIFIC Page 2 of 10 Initial _ Yes No Description / Material (listed on the BOM) i Freight (prepaid) Applicable Taxes iOne -Year Warranty on Parts One -Year Warranty on Labor i i Low Voltage Permits Electrical Installation Permit % Engineering and Drawings Record Documentation (As- Built) % Floor plan with device placement and numbering (requires customer CAD) Door wiring typical connections Panel wiring point with to point connections Riser drawing with home run wiring Equipment rack layout drawing Panel Wall Elevation drawing (may require customer CAD Authority having Jurisdiction permit drawing % (requires customer CAD) System Programming Project Management Mounting/Termination of Proposed Devices Testing of all Proposed Devices Operations & Maintenance Manuals Owner Training System Meets Plans /Drawings i System is Design -Build i Payment & Performance Bonds % Installation of Wire Hangers Specialty Back Boxes Installation of Specialty Back Boxes Connection to Building Fire Alarm Panel Installation & Power of Control Panels Installation & Power of CCTV Cameras Installation & Power of Intrusion Panels Installation & Power of Intercom System Installation & Power of Video Recorders (DVR /NVR) 120 VAC Power Receptacles Lifts and Hoists Floor Coverings for Lifts and Hoists Fire Stopping (Excludes Existing Penetrations) Patching and Painting Electrified Door Locking Hardware Additional Lighting Requirements for Cameras Ceiling Tiles and Ceiling Grid Repairs On -Site Lockable Storage Facility Vertical Core Drilling Horizontal Core Drilling Loading Software on Customer Provided Computer Servers by Convergint Servers by Others Workstations by Convergint Installation of Wire and Cable ; Workstations by Others UNITED STATES • CANADA • ASIA PACIFIC Page 3 of 10 Initial Conve; t. an TECH- I, %�OGr ES Proof Of Concept Project 5 -28 Convergint Technologies 1667 North Batavia Street Orange, C4 92867 (714) 546 -2780 Fax (714) 546 -2457 5016210249 No Qty Part Description Unit Price Ext. Price VIDEO SURVEILLANCE CAMERAS 1 5 AXIS P3364 -LV 12MM Light- sensitive, day /night fixed dome in a $810.58 $4,052.90 discreet, vandal- resistant indoor casing. Built -in, automatically or manually adjustable IR illumination. Varifocal 3.3 -12 mm P -Iris lens, remote focus and zoom. Multiple, individually configurable H.264 and Motion JPEG streams; max HDTV 720p or 1 MP resolution at 30 fps. WDR — dynamic contrast. Video motion detection and active tampering alarm. Two-way audio and audio detection. 1/0 for alarm /event handling. SD /SDHC memory card slot for optional local video storage. Power over Ethernet. Midspan not included. ACCESS CONTROL READER 2 1 920PTNNEK00000 RDR, RP40, MULTICLASS, SE REV E, STD $192.96 $192.96 PROX, STD, WIEGAND, PIG, BLK, STD 1 SECURITY, LED RED, FLASH GRN, BZR ON, IPM OFF, 32 BIT 3 1 KACS2218 SCH ND80PDEU RHO 626 24V $543.48 $543.48 4 1 11044545625 4.5 x 4.5 4 Wire Hinge Electrified $128.99 $128.99 5 1 1078C -M Recessed Steel Door Contact w/Wire Leads; $6.49 $6.49 3/4 in Diameter; Closed Loop; Brown; 3/8 n Gap Size 6 1 WG- 32955099 ACCESS CONTROL CBLE 5CRL UNJKT $492.35 $492.35 INTERCOM STATIONS 7 4 AJ- IXSSRA IP AUDIO EMERG, FL $1,081.16 $4,324.64 8 4 AJ- SBXISDVFR SURF MNT ENCLOSURE F /IS- SS -2RA $160.45 $641.80 9 1 AJ -IXMV IP VIDEO MASTER $1,183.17 $1,183.17 MISC 10 1 MISC- HARDWARE MISC- HARDWARE $579.71 $579.71 11 1 CAT6E- PLENUM Category 6E Plenum Cable - 1000' Spool $434.78 $434.78 Page 4 of 10 Initial Coa�Oe nt. TECj�OC�I ES Proof Of Concept Project 5 -28 Convergint Technologies 1667 North Batavia Street Orange, CA 92867 (714) 546 -2780 Fax (714) 546 -2457 5016210249 No Qty Part Description Unit Price Ext. Price VIDEO SURVEILLANCE Head End Genetec Security Center 12 1 GSC- BASE -5.2 Genetec Security Center (GSC) Base $0.00 $0.00 Package - Version 5.2 which includes: 1 Directory, 5 Security Desk client connections, Plan Manager Basic for 3 maps and 30 entities, Alarm Management, Advanced Reporting, System Partitioning, Zone Monitoring, Email Support, Macros Support (actual macros sold separately), all supported languages. Must purchase a Synergis, Omnicast, or AutoVu base package to enable access control, video, or LPR content respectively. GSC Omnicast 13 1 GSC -OM -S GSC Omnicast Standard Package which $513.04 $513.04 includes: Archiving support, Media Router, Audio, Camera Sequences, Time Zone, Edge recording and trickling, 1 Keyboard connection, Max. 50 cameras, Max. 5 clients, Max. 1 Archiver 14 10 GSC- OM -S -IC 1 camera connection $130.43 $1,304.30 15 30 GSC- OM- S -1PAC 1 analog camera connection (compatible with $91.30 $2,739.00 selected encoders) GSC Synergis 16 1 GSC -SY -S GSC Synergis Standard Package which $869.57 $869.57 includes: 1 Access Manager. Max. 64 readers, Max. 1 Access Manager, Max. 5 clients, Badge Designer. 17 1 SY- CLOUDLINK Synergis Cloud Link with 2GB of RAM, 16GB $1,000.00 $1,000.00 Flash, image installed with Synergis access control firmware, four RS485 ports, PoE. 18 13 GSC- SY -S -1R 1 Extemal reader connection (required when $152.17 $1,978.21 hardware not purchased from Genetec) Page 5 of 10 Initial Con,,nt. T E C H�I- ��01(3 E S Proof Of Concept Project 5 -28 Convergint Technologies 1667 North Batavia Street Orange, C4 92867 (714) 546 -2780 Fax (714) 546 -2457 5016210249 No I Qty Part Description Unit Price Ext. Price SMA 19 1 SMA- STANDARD -1Y SMA for 1 Omnicast or Synergis Standard $521.74 $521.74 s ystem 20 1 SMA- STANDARD -U -1 SMA for 1 Unified Omnicast or Synergis $173.91 $173.91 Standard system Total System Price $42,168.58 Page 6 of 10 Initial NA • All work proposed herein, shall be performed during normal business hours Monday through Friday 8:00 am - 5:00 PIT. • Access Control integration contingent upon NLSS Mercury controller compatibility; otherwise, controllers may need to be replaced which would be outside the scope of this proposal. • Customer to provide VM Environment and storage. • Customer to provide static I addresses and POE network switch ports at panel locations. • Customer to provide patch panels for new Category 6 cables. • Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. • Convergint Technologies reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the laid Documents. UNITED STATES • CANADA • ASIA PACIFIC Page 7 of 10 Initial Total Project Investment: $42,168.58 Equipment: $21,681.04 Sales Tax: $1,734.48 Professional Services': $18,796.54 Professional Services includes engineering, installation, and project management for complete turn -key solution. Thank you for considering Convergint Technologies for your Security needs. If you have any questions or would like additional information, please don't hesitate to contact me immediately. If you would like to proceed with the scope of work as outlined in this proposal, please sign below and fax directly to our office. Sincerely, Convergint Technologies Fabian Escalante By signing below, I accept this proposal and agree to the Terms and Conditions contained herein Customer Name (Printed) Authorized Signature UNITED STATES • CANADA • ASIA PACIFIC Date Printed NamefTitle Page 8 of 10 Initial Co, nt. TECTjd ES Throughout this Installation Proposal, the term, "Convergint" refers to the Convergint Technologies' affiliate operating in the state/province in which the work is being Performed, specifically , "Convergint'fechnologies LLC ", "Convergint Technologies LP" or "Convergint -Technologies LTD ". SECTION 1. THE WORK This Installation Proposal takes precedence over and supev%edes any and all prior proposals, correspondence, and oral agreements or representations relating to the work set forth in the attached scope of work ( "Work "). This Installation Proposal commences on the Stan Date as specified in the attached scope of work, and represents the entire agreement between Convergint and Customer (the "Agreement') and it may only be amended by a written document signed by both Convergint and Customer. In the event any provision ofthis Agreement is held to be invalid orimenforeeable, the remaining provisions ofthis Agreement shall remain in full force. Convergint agrees in accordance with the mutually agreed project schedule: a. To submit shop drawings, product data, samples and similar submittals if required in performing the Work; b. To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and documentation required to perform the Work in accordance with the Agreement; C. Secure and pay for permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work; and d. Hire subcontractors and order material to perform part of the Work, if necessary, while remaining responsible for the completion of the Work. Customeragrees in accordance with the mutually agreed project schedule, and at no cost to Convergint a. To promptly approve submittals providedby Convergint; b. To provide access to all areas of the facility which are necessary to complete the Work; C. To supply suitable electrical service as required by Convergint; and d. That in the event of any emergency or systems failure, reasonable safety precautions wi llbetaken by Customer to protect life and property during the period of time from when Convergint is first notified of the emergency orfailure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared. SECTION 2. PRICING Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the material listed based on Convergint's interpretation of plans and specifications unless noted otherwise. Additional equipment, unless negotiated prior to order placement, will be billed accordingly. SECTION3. INVOICE REMITTANCEAND PAYMENT Customer agrees to pay Convergint twenty-five (25 %) percent of the total price as a mobilization fee at the time of executing this Agreement. If the Work is performed over more than a month, Convergint will invoice Customer each month for the Work performed during the previous month. Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If the Work is completed in less than one month, Customer agrees to pay Convergint in full after the Work has been performed within thirty (30) days of the date of being invoiced. Invoices shall not include or be subject to a project retention Percentage. If Customer is overdue in any payment to Convergint, Convergint shall be entitled to suspend the Work until paid, and charge Customer an interest rate I and 1/2% percent per month, (or the maximum rate permitted by law), and may avail itself of any other legal or equitable remedy. Customer shall reimburse Convergint costs incurred in collecting any amounts that become overdue, including attomey fees, court costs and any other reasonable expenditure. SECTION4. WARRANTY Convergint provides the following warranty to the Customer: For the period of one (1) year, commencing at the earlier of substantial completion of the Work, or first beneficial use, ("Warranty Period") a. That Work performed under this Agreement will be of good quality; b. That all equipment will be new unless otherwise required or permitted by this Agreement; C. That the Work will be free from defects not inherent in the quality required or permitted; and d. That the Work will conform to the requirements of this Agreement. The Customces sole remedy for any breach of this warranty is that Convergint shall remove, replace and/or repair at its own expense any defective or improper Work, discovered within the Warranty Period, provided Convergint is notified in writing of any defect within the Warranty Period. Any equipment or products installed by Convergint in the course of performing the Work hereunder shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint. Upon request of Customer, Convergint will use all reasonable efforts to assist Customer in enforcing any such third party warranties. This warranty excludes remedy for damage or defect caused by abuse, modifications not executed by Convergint, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. NO FURTHER WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED, SECTIONS. CHANGES Without invalidating this Agreement or any bond given hereunder, Customer or Convergint may request changes in the Work. Any changes to the Work and any adjustment to the Agreement Price or the time for completion of the Work shall be in writing signed by both Customer and Convergint. If Customer orders any additional work or causes any material interference with Convergint's performance of the Work, Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement Price, including a reasonable allowance for overhead and pmfit. SECTION6. FORCE MAJEURE Neither Customer nor Convergint shall be responsible or liable for, shall incur expense for, or be deemed to be in breach of this Agreement because of any delay in the performance of their respective obligations pursuant to this Agreement due solely to circumstances beyond their reasonable control ("Force Majeum") and without the fault or negligence of the party experiencing such delay, provided that the party experiencing the delay shall promptly give written notification to the other parry within five (5) days after such party has learned of the Force Majeure. A Force Majeure event shall include, but not be limited to: accident, fire, storm, water, Flooding, negligence, vandalism, power failure, installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting. If performance by either party is delayed due to Force Majeure, the time for that performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay. Any Services required by Convergint due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement. ConvergintTechnologics Version 1.06/07.2010 page 9 of 10 Initial Co nt. TEC SECTION7. INSURANCE Convergint shall have the following insurance coverage during the term of this Agreement, and shall provide certificates of insurance to the Customer prior to beginning work hereunder: WorkeesCompensation Employer's Liability Commercial General Liability Automobile Liability Excess/Umbrella Liability Statutory Limits 51,000,000 per occurrence /aggregate $1,000,OOOperoccurence/aggregate 52,000,000 general aggregate 51,000,000 per occurrence/aggregate 54,000,OOOperoceurrence/aggregate All insurance policies carried by Convergint hereunder shall be primary to and noncontributory with the insurance afforded to Customer, and shall name the Customer as "additional insured ", with respect to liability arising out of work performed by Convergint, as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergim, pursuant to the terms of this Agreement. Convergint shall provide to the Customer no less than thirty (30) days notice prior to the termination or cancellation of any such insurance policy. SECTION 8. I N D EM N I F I CAT ION Converging shall indemnify and hold Customer harmless from and against claims, damages, losses and expenses, (including, but not limited to, reasonable attorney's fees), attributable to bodily injury, sickness, disease or death, or to destruction of tangible property, but only to the extent caused by: a) the negligent or willful acts or omissions of Convergint or Convergint's employees or subcontractors while on Customers site, or b) the malfunction of the equipment supplied by Convergint, or c) Convergint's breach ofthis Agreement. M NO EVENT SHALL EITHER CONVERGENT OR CUSTOMER BE LIABLE '10 THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. IN NO EVENT WILL CONVERGENT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO CONVERGENT It is understood and agreed by the parties hereto that Convergint is or may be providing monitoring and or intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts for which they are supposed to monitor or inform. As required by the monitoring and intrusion industry and the manufacturers thereof, Convergint's indemnification obligation pursuant to Section 8 herein, does not apply to the extent the loss indemnified against is caused by any monitoring or intrusion product or software provided by but not manufactured by Convergint. Convergint shall have no liability to Customer for any losses to the extent such losses are caused by the monitoring or intrusion product or software. Customer shall indemnify, defend, and hold harmless Convergint, from and against all claims, lawsuits, damages, losses and expenses by persons not a party to this Agreement, but only to the extent caused by such monitoring or intrusion product or software provided by but not manufactured by Convergint. SECTION9. COMPLIANCEW ITH LAW, EEO & SAFETY This Agreement shall be governed and construed in accordance with the laws of the state /province in which the Work is being petbmted. Convergint agrees to comply with all laws and regulations relating to or governing the Work. Convergint agrees to comply with all reporting requirements imposed by law or this Agreement. Convergint shall comply with all safety related laws and regulations and with the safety program of the Customer, provided such program is supplied to Convergint prior to beginning work. In the event that Convergint discovers or suspects the presence of hazardous materials, or unsafe working conditions at Customers facility where the Work is to be performed, Convergint is entitled to stop the Work at that facility if such hazardous materials, or unsafe working conditions were not provided by or caused by Convergint. Convergint in its sole discretion shall determine when it is "safe" to return to perform the Work at Customers facility. Convergint shall have no responsibility for the discovery, presence, handling, removing or disposal of or exposure of persons to hazardous materials in any form at the Customers facility. Customer shall indemnify and hold harmless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attorney's fees, arising out of or resulting from undisclosed hazardous materials, or unsafe working conditions at Customers facility. SECTION I0. DISPUTES In the event of any dispute between Convergint and Customer, Convergint and Customer shall first attempt to resolve the dispute in the field, but if that is not successful, then in a meeting between authorized officers of each company. If settlement attempts are not successful, then the dispute shall be subject to and decided by mediation or arbitration. Such mediation or arbitration shall be conducted in accordance with the Construction Industry Mediation or Arbitration Rules of the American Arbitration Association currently in effect and shall be a final binding resolution of the issues presented between the parties. SECTION II. MISCELLANEOUS Neither parry to this Agreement shall assign this Agreement without the prior written consent of the other party hereto. Convergint may assign this Agreement to any of its parents, subsidiary or affiliated companies or any entity majority owned by Convergint. Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown above. All notices shall be effective upon receipt by the party to whom the notice was sent. A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and sigmed by a person with authority to commit the Customer or Convergint and delivered to the non - waiving party according to the notice provision herein. No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver. The Sections regarding invoicing, warranty and indemnity shall survive the termination of this Agreement. Convergint Technologies Version 1.06/07.2010 Page 10 of 10 Initial PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 M Convergint Technologies LLC 1667 N. Batavia Street, Orange, CA 92867 (714) 546 -2780 This Professional Service Agreement ( "the Agreement') is made as of August 31s`, 2014 (the "Effective Date "), by and between Convergint Technologies LLC ( "Consultant'), a Limited Liabilities Corporation and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). S7296-0001\1 236808v t .doc RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ( "Services ") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 1 year unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $42,168.58 Any additional work authorized by the City pursuant to Section 2of10 57296- 0001 \1236808vi.doc 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Fabian Escalante is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit 3of10 S7296 -0001 \1236808v1.doc in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Convergint Technologies LLC 1667 N. Batavia St Orange, CA 92867 Attn: Fabian Escalante 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 4of10 S7296- 0001 \1236808vt.doc 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim /aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect 5of10 57296- 0001\1236808v1.doc coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner but only to the extent arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of reasonable attorneys' fees and other related costs and expenses, except for such loss or damage arising from the negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, 6of10 S7296- 000111236808v1.doc employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. IN NO EVENT SHALL EITHER CONSULTANT OR CITY BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non - discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 7of10 57296- 0001 \123680BVIAoc 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of 8of10 S7296- 0001\1236808v1.doc Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 9of10 S7296- 0001 \1236808v1.doc CITY OF SEAL BEACH By: 21 1 uR8. Jil R. Ingram, City M n er Attest: By: Tina Knapp, Acting City Clerk Approved as to Form- By: Craig Steele, City Attorney S7296 -0001 \1236808v1.doc CONSULTANT Name Its: By: — Name: Mike Cartier Its: Operations Manager