ITEM 4. 13
CITY MANAGER' S REPORT
MAY 8, 2023 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE AGREEMENT WITH BAY ALARM COMPANY
FOR FIRE ALARM, ACCESS CONTROL, EQUIPMENT,
MONITORING SERVICES AND MAINTENANCE AND
APPROVE RELATED BUDGET AMENDMENT
RECOMMENDATION: Adopt a Resolution Approving an Agreement with Bay Alarm Company for Fire Alarm, Access Control,
Equipment, Monitoring Services and Maintenance
and Approve Related Budget Amendment
SUMMARY:
Periodically, the City is required to upgrade and make improvements to security systems at various City facilities. The security systems are required to protect these facilities from acts of terror or vandalism as required by State and Federal rules and regulations.
Bay Alarm Company has provided security, fire alarm, and access control services consistently at numerous City facilities for over twenty ( 20) years and have approved network security access. Continued services are necessary to safeguard city facilities and obtaining additional quotes for similar services would require new equipment installation, which would result in a substantially higher cost to the City. The equipment installed throughout the City' s facilities is not interchangeable with other vendor' s equipment. Additionally, publishing information regarding the City to acquire new quotes for services and equipment poses a security risk that could compromise the City' s network. Therefore, staff has negotiated new rates with Bay Alarm as shown in Table 1.
Table 1.
ist Year - FY 22/ 23 134, 700
2" dYear - FY 23/ 24 127, 965
3 d
Year - FY 24/ 25 , $ 122, 846
4t" Year - FY 25/ 26 , $ 119, 161
5tn Year - FY 26/ 27 ; $ 116, 778
Total Cost ' $ 621, 450
Tonight staff is recommending that the City Council approve a five ( 5) year agreement with Bay Alarm Company to provide fire alarm, access control, equipment, monitoring services and maintenance for City facilities for a total sum of $ 621, 450, subject to future budget approvals, and related budget amendment.
CITY MANAGER' S REPORT PAGE 2
May 8, 2023 CITY COUNCIL REGULAR MEETING
AGREEMENT WITH BAY ALARM COMPANY FOR FIRE ALARM, ACCESS
CONTROL, EQUIPMENT, MONITORING SERVICES AND MAINTENANCE AND
APPROVE RELATED BUDGET AMENDMENT
BAC KG ROU N D:
In 2003, in accordance with the Public Health Security and Bioterrorism Preparedness and Response Act of 2002 ( Act), the City completed an Emergency Response Plan based on a Vulnerability Assessment ( VA) prepared to evaluate threats to the City' s potable water system pursuant to United States Environmental Protection Agency U. S. EPA) guidelines and requirements. The City' s design and construction standards for secured facilities were updated to incorporate the findings and conclusions of these documents. At that time, the City provided certification to the U. S. EPA that the VA and updated Emergency Response Plan ( ERP) incorporating the findings of the VA were completed in accordance with the Act' s requirements.
Bay Alarm Company has provided fire alarm, and access control services at numerous City facilities for over twenty ( 20) years, and has grown to encompass monitoring services and maintenance as well. When City Council approved the previous agreement in 2018, nineteen ( 19) facilities would be serviced by Bay Alarm Company and when the agreement with Bay Alarm Company expired at the end of June 2022 the total facilities being serviced had grown to thirty- nine ( 39). Bay Alarm Company has continued services since expiration of the agreement while pricing negotiations were taking place. Billing is annual and expenses for fiscal year 22/ 23 would be invoiced June 2023.
Continued services are necessary to safeguard City facilities and obtaining additional quotes for similar services would require new equipment installation, which would result in a substantially higher cost to the City. The equipment currently installed is not compatible with the other vendor' s equipment and would require replacing. It would require a tremendous amount of staff time to secure the facilities during transition and installation of new equipment from the new vendor. Additionally, publishing information regarding the City to acquire additional quotes poses a security risk that could compromise the City' s network. Bay Alarm Company has network security access and is familiar with the City' s facilities and standards.
Pursuant to LMC 2. 36. 110 these services are exempt from bidding and quotes from other vendors were not required.
In an effort to provide the City with the most competitive pricing, Staff negotiated new reduced rates for continued services with Bay Alarm Company; shown on Table 2 below. Bay Alarm' s proposal encompasses a five ( 5) year agreement that reduces cost every year. The second year being 5% less than the first year and the total savings proposed is 14% over the five ( 5) year agreement. Previously the agreement did not include the expenses for repair and maintenance and these would be included in the newly negotiated rates below.
CITY MANAGER' S REPORT PAGE 3
May 8, 2023 CITY COUNCIL REGULAR MEETING
AGREEMENT WITH BAY ALARM COMPANY FOR FIRE ALARM, ACCESS
CONTROL, EQUIPMENT, MONITORING SERVICES AND MAINTENANCE AND
APPROVE RELATED BUDGET AMENDMENT
Table 2.
Facility ist Year ' 2" d
Year ' 3 a Year 4t'' Year 5t'' Year
Annual Annual Annual Annual Annual
Fee fee Fee Fee Fee
ST SEWER STATION 2 400 2 280 2 189 2 123 2 081
STATION M1 2, 400 2, 280 2, 189 2 123 2, 081
STATION M2 2 400 2 280 2 189 2 123 2 081
STATION M3 2 400 2 280 2 189 2, 123 2 081
STATION M5 2 400 2 280 2 189 2 123 2 081
STATION M6 2 400 2, 280 2 189 2 123 2 081
HARLAN SEWER
STATION- FLYING J 2 400 2 280 2 189 2 123 2 081
STONEBRIDGE SEWER 2 400 2 280 2 189 2 123 2 081
BOOSTER # 3 2 400 2 280 2 189 2 123 2 081
STANFORD CROSSINGS
BASIN 2 400 2 280 2 189 2 123 2 081
BOOSTER # 6 2 400 2 280 2, 189 2, 123 2 081
COMMUNITY CENTER 4 500 4 275 4 104 3 981 3 901
SENIOR CENTER 2 400 2 280 2, 189 2, 123 2, 081
WELL # 7 2 400 2 280 2 189 2 123 2 081
WELL # 10 2, 400 2, 280 2, 189 2 123 2 081
BOOSTER # 4 2 400 2 280 2 189 2 123 2 081
BOOSTER # 2 2 400 2 280 2 189 2 123 2 081
CROSSROADS STORM
PUMP STATION 2 400 2 280 2 189 2 123 2 081
WELL # 21 2 400 2 280 2 189 2 123 2 081
CTF 14 000 $ 13 300 12 768 $ 12 385 12 137
WELL # 6 2 400 2 280 2 189 2 123 2 081
CORP YARD 11, 000 $ 10 450 $ 10, 032 9, 731 9, 536
WELL # 8 2 400 2 280 2 189 2 123 2 081
WELL # 9 2 400 2, 280 2, 189 2, 123 2 081
RIVER ISLAND
FLUSHING STATION 2 400 2 280 2 189 2 123 2 081
RIVER ISLAND LIFT
STATION 2 400 2 280 2 189 2, 123 2 081
EASY CT SEWER&
STORM FACILITY 2 400 2 280 2 189 2 123 2 081
VALLEY CROSSING 2 400 2 280 2 189 2 123 2 081
CITY HALL 5 000 4 750 4 560 4 423 4 335
GENERATIONS CENTER 5 000 4 750 4 560 4 423 4 335
STANFORD CROSSINGS
SEWER STATION 2, 400 2 280 2, 189 2, 123 2 081
SOUTH COMMERCE
PUMP STATION 2 400 2 280 2 189 2 123 2 081
MOSSDALE SEWER 2, 400 2, 280 2 189 2, 123 2 081
WOODFIELD STORM 2 400 2 280 2 189 2 123 2 081
BOOSTER # O1 400 2 280 2189 2 123 2 081
WOODFIELD SEWER 2, 400 2 280 2189 2, 123 2 081
CITY MANAGER' S REPORT PAGE 4
May 8, 2023 CITY COUNCIL REGULAR MEETING
AGREEMENT WITH BAY ALARM COMPANY FOR FIRE ALARM, ACCESS
CONTROL, EQUIPMENT, MONITORING SERVICES AND MAINTENANCE AND
APPROVE RELATED BUDGET AMENDMENT
Facility i$t
Y ar 2" d
Year 3" d Year 4th Year 5t'' Year
Ann af A r ua Annual Annual ' Annual
Fee ee Pee Fee Fee
RIVER ISLANDS POLICE
STATION 15 200 $ 15 200 14 592 $ 14 154 13 871
RIVER ISLANDS SEWER
STATION 2 400 2 280 2189 2 123 2 081
RIVER ISLANDS
BOOSTER 5 2 400 2 280 2189 2 123 2 081
Annual Fees 134 700 127 965 122 846 119 161 116 778
REASON FOR RECOMMENDATION:
Staff elected to negotiate new terms of an agreement for Council to consider as staff believes that negotiating with Bay Alarm would provide us the most favorable outcome for the following reasons:
Obtaining additional quotes for similar services would require new equipment installation, which would result in a substantial higher cost to the City to purchase replacement security equipment for the protected facilities.
Continuous coverage of the existing security systems could be compromised during transition to a new system
Using Bay Alarm as the sole security system provider for the City is advisable to limit exposure and access to sensitive information to just one company.
Bay Alarm has been providing the City quality, reliable service for many years and is uniquely familiar with the City' s secured facilities and security requirements
Publishing information regarding the City to acquire additional quotes poses a threat that could compromise the City' s network.
CITY MANAGER' S REPORT PAGE 5
May 8, 2023 CITY COUNCIL REGULAR MEETING
AGREEMENT WITH BAY ALARM COMPANY FOR FIRE ALARM, ACCESS
CONTROL, EQUIPMENT, MONITORING SERVICES AND MAINTENANCE AND
APPROVE RELATED BUDGET AMENDMENT
FISCAL IMPACT:
For the first year the security service agreement with Bay Alarm Company is 134, 700 and will be paid from various divisions throughout the City. The expense of the new service agreement exceeds the approved fiscal year 2022- 2023 budget; therefore, a budget amendment is required to the following accounts; Storm Drain City Zone 1 ( 2510) will require a subsidy of $ 1, 968 from the General Fund ( 1010); and Woodfield Landscape ( 2530) will require a subsidy of $2, 400 from the General Fund ( 1010) as detailed below.
Increase Transfer Out:
1010- 99- 990- 90- 90- 10 4, 368
Increase Transfer In:
2510- 99- 00- 393- 00- 00 1, 968
2530- 99- 00- 393- 00- 00 2, 400
Increase A propriations:
1010- 30- 20- 420- 18- 00 3, 300
1010- 30- 05- 420- 18- 00 3, 403
1060- 19- 10- 420- 18- 00 1, 300
2510- 50- 20- 420- 18- 00 1, 968
2530- 50- 62- 420- 18- 00 2, 400
2570- 50- 63- 420- 18- 00 2, 000
6080- 50- 34- 420- 18- 00 12, 040
ATTACH M E NTS:
A. Resolution of the City Council of the City of Lathrop Approving Agreement with Bay Alarm Company for Fire Alarm, Access Control, Equipment, Monitoring Services and Maintenance and Approving Related Budget Amendment.
B. Agreement with Bay Alarm Company for Fire Alarm, Access Control, Equipment, Monitoring Services and Maintenance.
CITY MANAGER' S REPORT PAGE 6
May 8, 2023 CITY COUNCIL REGULAR MEETING
AGREEMENT WITH BAY ALARM COMPANY FOR FIRE ALARM, ACCESS
CONTROL, EQUIPMENT, MONITORING SERVICES AND MAINTENANCE AND
APPROVE RELATED BUDGET AMENDMENT
APPROVALS:
a .
T rnandes Date
Information Systems Director
a/. a3
Cari es Date
Director o nance
S 2 Zot3
Michael King Date
Assistant City Man er
ZD Z3
Salvador Navarrete Date
City Attorney
5• • 23
St en J. Salvatore Date
City Manager
RESOLUTION NO. 23-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP
APPROVING AGREEMENT WITH BAY ALARM COMPANY FOR FIRE ALARM,
ACCESS CONTROL, EQUIPMENT, MONITORING SERVICES AND
MAINTENANCE AND APPROVING RELATED BUDGET AMENDMENT
WHEREAS, Bay Alarm has been providing the City quality, reliable service for many years and is uniquely familiar with the City' s secured facilities and security requirements ; and
WHEREAS, Using Bay Alarm as the sole security system provider for the City is advisable to limit exposure and access to sensitive information to just one company; and
WHEREAS, Obtaining additional quotes for similar services would require new equipment installation, which would result in a substantial higher cost to the City to purchase replacement security equipment for the protected facilities; and WHEREAS, publishing information regarding the City to acquire additional quotes poses a security risk that could compromise the City' s network; and WHEREAS, Staff negotiated new reduced rates for continued services with Bay Alarm Company for a five ( 5) year term for continued services; and WHEREAS, the 5- year term agreement with Bay Alarm reflects a cost savings of up to 14% over the contract period; and
WHEREAS, staff requests City Council to approve a five ( 5) year term agreement with Bay Alarm Company for security, fire alarm, access control, equipment, monitoring and maintenance for existing facilities.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Lathrop does hereby authorize a five ( 5) year term agreement with Bay alarm Company for fire alarm, access control, equipment, monitoring security and, maintenance for an annual cost not to exceed $ 134, 700 the first year, $ 127, 965 the second year, $ 122, 846 the third year, $ 119, 161 the fourth year and, $ 116, 778 for the fifth year.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Lathrop does hereby authorize the following budget amendment Increase Transfer Out:
1010- 99- 990- 90- 90- 10 4, 368
Increase Transfer In:
2510- 99- 00- 393- 00- 00 1, 968
2530- 99- 00- 393- 00- 00 2, 400
Increase A proQriations:
1010- 30- 20- 420- 18- 00 3, 300
1010- 30- 05- 420- 18- 00 3, 403
1060- 19- 10- 420- 18- 00 1, 300
2510- 50- 20- 420- 18- 00 1, 968
2530- 50- 62- 420- 18- 00 2, 400
2570- 50- 63- 420- 18- 00 2, 000
6080- 50- 34- 420- 18- 00 12, 040
The foregoing resolution was passed and adopted this 8t" day of May, 2023, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sonny Dhaliwal, Mayor
A EST: APPROVED AS TO FORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney
Attachment B
CITY OF LATHROP
AGREEMENT FOR SECURITY, FIRE ALARM, ACCESS CONTROL,
EQUIPMENT, AND MAINTENANCE SERVICES
BETWEEN THE CITY OF LATHROP AND BAY ALARM COMPANY
THIS AGREEMENT, dated for convenience this day of
2023 is by and between Bay Alarm Company (" CONTRACTOR") and the CITY OF LATHROP, a California municipal corporation (" CITY");
RECITALS:
WHEREAS, CONTRACTOR is specially trained, experienced, and competent to provide the Security, Fire Alarm, Access Control, Equipment and Maintenance Services, which are required by this Agreement; and
WHEREAS, CITY selected the CONTRACTOR as the most qualified to perform these services; and
WHEREAS, CONTRACTOR is willing to render such security, fire alarm, access control, equipment and maintenance services, as hereinafter defined, on the following terms and conditions.
NOW, THEREFORE, CONTRACTOR and the CITY agree as follows:
AGREEMENT
1) Scope of Service.
CONTRACTOR agrees to perform services in conformance with this Agreement and the scope of work attached hereto as Exhibit " A", submitted by the CONTRACTOR, and incorporated herein by reference. CONTRACTOR agrees to diligently perform these services in accordance with the upmost standards of its profession and to CITY' s satisfaction.
The CONTRACTOR shall respond to emergency requests for service (" Service Call") relating to system failures during the after-hour timeframe of 6:OOp. m. to 8: OOa. m Monday through Thursday, S: OOp. m. to 8:OOa. m. on Friday, Saturday and Sunday (" After- Hour Emergency") within four hours (" After-Hour Response Time") from the time CONTRACTOR is was notified of the emergency by the CITY, unless decided otherwise by the Information Systems Director and/ or Chief Information Officer at the time the Service Call was placed to the CONTRACTOR. Service Calls are to be conducted by the CONTRACTOR at no cost to the CITY. Failure of the CONTRACTOR to respond to an After- Hour Emergency within the After- Hour Response Time shall result in a $ 250 penalty per incident to be paid by the
CITY OF LATHROP — SECURITY ALARM SERVICES AGREEMENT
BAY ALARM COMPANY
CONTRACTOR to the CITY.
The CONTRACTOR shall respond to emergency request for service (" Service Call") relating to system failures during the business- hour timeframe of 8: OOa. m. to 6: OOp. m. Monday through Thursday and 8: OOa. m. to 5: OOp. m. on Friday Business- Hour Emergency") within two hours (" Business- Hour Response Time") from the time CONTRACTOR is notified of the emergency by the CITY. Service Calls are to be conducted by the CONTRACTOR at no cost to the CITY. Failure of the CONTRACTOR to respond to a Business- Hour Emergency during the Business- Hour Response Time shall result in a $ 250 penalty per incident to be paid by the CONTRACTOR to the CITY.
2) Compensation.
CITY hereby agrees to pay CONTRACTOR a total not to exceed amount of 134, 700 for the first year, $ 127, 965 for the second year, $ 122, 846 for the third year, $ 119, 161 for the fourth year and, $ 116, 778 for the first year for services incorporated herein by reference, notwithstanding any contrary indications, which may be contained in Exhibit " A".
CITY may request CONTRACTOR add additional service areas (" New Station") to be serviced in accordance with this Agreement and the scope of work attached hereto as Exhibit " A" and CONTRACTOR shall invoice the CITY for service and monitoring of the New Station at the same rate as the current years' rate for existing service areas. CONTRACTOR shall invoice the CITY for New Stations on the first day of the following month from the month the New Station was added to this Agreement, prorated to the June 30th billing date of the same Fiscal Year.
At the CITY's request, CONTRACTOR shall provide the CITY with the cost for equipment parts, labor and annual monitoring for prospective New Stations with escalation not to exceed a 4% increase annually. Any necessary additional equipment to be installed at existing service areas or New Stations, shall be installed by the CONTRACTOR and CITY shall pay in full for the new equipment and the installation forty-five ( 45) days after the installation of the new equipment is accepted by CITY Information Systems Director and/or Chief Information Officer.
Monitoring service shall accompany the new equipment install and follow the same billing rate and billing date of New Stations mentioned in the previous paragraph above.
Equipment failures within existing service areas which require hardware replacement, including dead batteries, are to be covered by the CONTRACTOR for the length of the Agreement at no additional cost to CITY. CONTRACTOR shall provide the CITY with discounted rates for technical support for repairs within service areas, should the CITY request such repair. Annual fire inspections for all service areas with fire alarms are to be conducted by the CONTRACTOR at no cost to the CITY.
CITY OF LATHROP — SECURITY ALARM SERVICES AGREEMENT
BAY ALARM COMPANY
CONTRACTOR shall be paid within ( 30) days of receipt of billings containing all information pursuant to Paragraph 5 below. In no event shall CONTRACTOR be entitled to compensation for work not included in Exhibit " A", unless CITY' s City Manager executed a written change order or authorization describing the extra work and payment terms prior to the commencement of the work. 3) Effective Date and Term.
The effective date of this Agreement is July 1, 2022, and it shall terminate no later than June 30, 2027 provided, CONTRACTOR shall be given thirty ( 30) days' written notice of CITY' s intention to renew or not to renew this Agreement. 4) Independent Contractor Status
It is expressly understood and agreed by both parties that CONTRACTOR, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the CITY. As an independent contractor, CONTRACTOR is responsible for controlling the means and methods to complete the scope of work described in Exhibit " A" to CITY' s satisfaction. CONTRACTOR expressly warrants not to represent, at any time or in any manner, that CONTRACTOR is an employee of the CITY. 5) Billin s
CONTRACTOR' S bills and/ or invoices shall include a list of all tasks, a total amount due, the amounts previously billed, and the net amount due on the invoice.
Except as specifically authorized by CITY, CONTRACTOR shall not bill CITY for duplicate services performed by more than one person. In no event shall CONTRACTOR submit any billing for an amount in excess of the rates or the maximum amount of compensation provided in section ( 2) for either task or for the entire Agreement, unless modified by a properly executed change order.
CONTRACTOR shall bill the CITY on an annual basis and no later than July 15 for the previous Fiscal Year and CONTRACTOR shall provide the CITY an individual invoice for each service area.
6) Advice and Status Reportinq
CONTRACTOR shall provide the CITY with timely reports, orally or in writing, of all significant developments arising during performance of its services hereunder, and shall furnish to CITY such information as is necessary to enable CITY to monitor the performance of this Agreement.
CITY OF LATHROP — SECURITY ALARM SERVICES AGREEMENT
BAY ALARM COMPANY
7) Assiqnment of Personnel
CONTRACTOR shall assign only competent personnel to perform services pursu,ant to this Agreement. CONTRACTOR shall assign a dedicated account manager for the CITY and all issues under this Agreement are to be coordinated through CONTRACTOR' s account manager. If CITY asks CONTRACTOR to remove a person assigned to the work called for under this Agreement, CONTRACTOR agrees to do so immediately, without requiring the City to process a reason or explanation for its request.
The services shall be performed by, or under the direct supervision, of CONTRACTOR' s Authorized Representative:
CONTRACTOR shall not replace its Authorized Representative without the prior written approval by the CITY.
8) Assiqnment and Subcontractinq
It is recognized by the parties hereto that a substantial inducement to CITY for entering into this Agreement was, and is, the professional reputation and competence of CONTRACTOR. Neither this Agreement nor any interest therein may be assigned by CONTRACTOR without the prior written approval of CITY' S authorized representative. CONTRACTOR shall not subcontract any portion of the performance contemplated and provided for herein, other than the subcontractors noted in the proposal, without prior written approval of the CITY'S authorized representative.
9) Insurance
On or before beginning any of the services or work called for by any term of this Agreement, CONTRACTOR, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to the CITY the insurance specified in subsections ( a) through ( c) below with insurers and under forms of insurance satisfactory in all respects to the CITY.
CONTRACTOR shall not allow any subcontractor to commence work on any subcontract until all insurance required of the CONTRACTOR has also been obtained for the subcontractor. Verification of this insurance shall be submitted and made part of this Agreement prior to execution.
a) Workers' Compensation. CONTRACTOR shall, at
CONTRACTOR' S sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer' s Liability Insurance for any and all persons employed directly or indirectly by CONTRACTOR. Said Statutory Workers' Compensation Insurance
CITY OF LATHROP — SECURITY ALARM SERVICES AGREEMENT
BAY ALARM COMPANY
and Employer's Liability Insurance shall be provided with limits of not less than one million dollars. In the alternative, CONTRACTOR may rely on a self- insurance program to meet these requirements provided that the program of self-insurance complies fully with the provisions of the California Labor Code. The insurer, if insurance is provided, or the CONTRACTOR, if a program of self-insurance is provided, shall waive all rights of subrogation against the CITY for loss arising from work performed under this Agreement.
b) Commercial General and Automobile Liability Insurance.
CONTRACTOR, at CONTRACTOR' S own cost and expense, shall maintain commercial general and automobile liability insurance for the period covered by this Agreement in an amount not less than one million dollars per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles.
Coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 ( ed. 11/ 88) and Insurance Services Office Automobile Liability form CA 0001 ed. 12/ 90) Code 1 ( any auto).
Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:
i) CITY, its officers, employees, agents, and volunteers are to be covered as insured with respect to each of the following:
liability arising out of activities performed by or on behalf of CONTRACTOR, including the insider' s general supervision of CONTRACTOR; products and completed operations of
CONTRACTOR; premises owned, occupied or used by
CONTRACTOR. The coverage shall contain no special
limitations on the scope of protection afforded to CITY, its officers, employees, agents, or volunteers.
CITY OF LATHROP — SECURITY ALARM SERVICES AGREEMENT
BAY ALARM COMPANY
ii) The insurance shall cover on an occurrence or an accident basis, and not on a claims made basis.
iii) An endorsement must state that coverage is primary insurance and that no other insurance affected by the CITY will be called upon to contribute to a loss under the coverage. iv) Any failure of CONTRACTOR to comply with reporting
provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. v) Insurance is to be placed with California- admitted insurers with a Best' s rating of no less than A.
vi) Notice of cancellation or non- renewal must be received by CITY at least thirty days prior to such change.
c) Notice of Reduction in Coveraqe. In the event that any coverage required under subsections ( a), ( b), or ( c) of this section of the Agreement is reduced, limited, or materially affected in any other manner, CONTRACTOR shall provide written notice to CITY at CONTRACTOR' S earliest possible opportunity and in no case later than five days after CONTRACTOR is notified of the change in coverage.
d) In addition to any other remedies CITY may have if CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, CITY may, at its sole option:
i) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
ii) Order CONTRACTOR to stop work under this Agreement or withhold any payment which becomes due to CONTRACTOR
hereunder, or both stop work and withhold any payment, until CONTRACTOR demonstrates compliance with the
requirements hereof;
iii) Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies CITY may have and is not the exclusive remedy for CONTRACTOR' S breach.
CITY OF LATHROP — SECURITY ALARM SERVICES AGREEMENT
BAY ALARM COMPANY
10) Indemnification - CONTRACTOR' S Responsibilitv
Notwithstanding anything contrary to anything contained in the Agreement contractor ( Bay Alarm) agrees to defend and hold City of Lathrop harmless from and against any and all loss, cost, liability and expense from third party claims where any equipment provided and installed by Bay Alarm hereunder is the sole and direct cause of any property damage or personal injury (as opposed to cases where failure or malfunction of the system merely contributes to a loss or injury started from another source), or where an employee of Contractor causes personal injury or property damage in performing the installation or servicing of equipment while on User' s premises or where the loss or injury is caused by negligent acts or omissions of installers or maintenance personnel of Contractor, constituting intentional and willful misconduct. Any of the above listed claims would have a limit of liability of $ 25, 000. User shall indemnify, defend, protect and hold Contractor harmless from and against any and all property loss claims including all third party property losses. For any third party losses where Bay Alarm' s actions while on site are the sole and direct cause of aforesaid loss vs equipment or monitoring failure, Bay Alarm has the duty to defend as set forth in Section 2778 of the California Civil Code.
11) Licenses
If a license of any kind, which term is intended to include evidence of registration, is required of CONTRACTOR, its employees, agents, or subcontractors by federal or state law, CONTRACTOR warrants that such license has been obtained, is valid and in good standing, and CONTRACTOR shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations.
12) Business Licenses
CONTRACTOR shall obtain and maintain a CITY of Lathrop Business License until all Agreement services are rendered and accepted by the CITY. 13) Termination
Either CITY or CONTRACTOR may cancel this Agreement upon 30 days written notification to the other party. In the event of termination, the CONTRACTOR shall be entitled to compensation for services performed to the effective date of termination; provided, however, that the CITY may condition payment of such compensation upon CONTRACTOR' S delivery to the CITY of any or all documents, photographs, computer software, video and audio tapes, and other materials provided to CONTRACTOR or prepared by or for CONTRACTOR or the CITY in connection with this Agreement.
CITY OF LATHROP — SECURITY ALARM SERVICES AGREEMENT
BAY ALARM COMPANY
14) Fundinq
CONTRACTOR agrees and understands that renewal of this agreement in subsequent years is contingent upon action by the City Council consistent with the appropriations limits of Article XIII ( B) of the California Constitution and that the Council may determine not to fund this agreement in subsequent years. 15) Notices
All contracts, appointments, approvals, authorizations, claims, demands, Change Orders, consents, designations, notices, offers, requests and statements given by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if ( 1) personally served, ( 2) sent by the United States mail, postage prepaid, ( 3) sent by private express delivery service, or (4) in the case of a facsimile transmission, if sent to the telephone FAX number set forth below during regular business hours of the receiving party and followed with two 2) Days by delivery of a hard copy of the material sent by facsimile transmission.
Personal service shall include, without limitation, service by delivery and service by facsimile transmission.
To City: City of Lathrop
City Clerk
390 Towne Centre
Lathrop, CA 95330
Copy to: City of Lathrop
Information Systems Department
390 Towne Centre
Lathrop, CA 95330
MAIN: ( 209) 941- 7340
FAX: ( 209) 941- 7449
To CONTRACTOR:
BAY ALARM COMPANY
3819 Duck Creek Drive
Stockton, CA 95215
Phone: 209) 465- 1986
Fax: 209) 943- 6083
CITY OF LATHROP — SECURITY ALARM SERVICES AGREEMENT
BAY ALARM COMPANY
16) Miscellaneous
a) Consent. Whenever in this Agreement the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent.
b) Controlling Law. The parties agree that this Agreement shall be governed and construed by and in accordance with the Laws of the State of California.
c) Definitions. The definitions and terms are as defined in these specifications.
d) Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement, which directly results from an Act of God or an act of a superior governmental authority.
e) Headings. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement.
f) Incorporation of Documents. All documents constituting the Agreement documents described in Section 1 hereof and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in the Agreement and shall be deemed to be part of this Agreement. g) Integration. This Agreement and any amendments hereto between the parties constitute the entire Agreement between the parties concerning the Project and Work, and there are no other prior oral or written agreements between the parties that are not incorporated in this Agreement.
h) Modification of Agreement. This Agreement shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties.
i) Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Agreement shall define or otherwise control, establish or limit the performance required or permitted or to be required of or permitted by either party.
All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditians.
CITY OF LATHROP — SECURITY ALARM SERVICES AGREEMENT
BAY ALARM COMPANY
j) Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the provisions of this Agreement not so affected shall remain in full force and effect.
k) Status of CONTRACTOR. In the exercise of rights and obligations under this Agreement, CONTRACTOR acts as an independent contractor and not as an agent or employee of CITY.
CONTRACTOR shall not be entitled to any rights and benefits accorded or accruing to the City Council members, officers or employees of CITY, and CONTRACTOR expressly waives any and all claims to such right and benefits.
I) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and shall apply to and bind, the successors and assigns of the parties.
m) Time of the Essence. Time is of the essence of this Agreement and each of its provisions. In the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday or any Day observed as a legal holiday by CITY, the time for performance shall be extended to the following Business Day.
n) Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California. _ o) Recovery of Costs. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs, including reasonable attorney' s fees, incurred or expended in connection with such action against the non- prevailing party.
17) Notice to Proceed
Prior to commencing work under this agreement, CONTRACTOR shall receive a written " Notice to Proceed" from CITY. A Notice to Proceed shall not be issued until all necessary bonds and insurances have been received. City shall not be obligated to pay CONTRACTOR for any services prior to issuance of the Notice to Proceed.
CITY OF LATHROP — SECURITY ALARM SERVICES AGREEMENT
BAY ALARM COMPANY
18) Siqnatures
The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the CONTRACTOR and the CITY. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
CITY OF LATHROP — SECURITY ALARM SERVICES AGREEMENT
BAY ALARM COMPANY
Approved as to Form: City of Lathrop
City Attorney
ZoZ3
Salvador Navarrete Date
Recommended for Approval: City of Lathrop
Chief Information Officer
a.- 3
ernandes Date
Approved By: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Stephen J. Salvatore Date
City Manager
CONTRACTOR: Bay Alarm
3819 Duck Creek Dr.
Stockton, CA 95215
Fed ID # 68- 0462287
Business License # 40237
Signature Date
Print Name and Title)