SECOND AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
[Video Management and Surveillance Software and Maintenance Services]
THIS SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the “Second Amendment”) is made and entered into as of ________________, 2022, by and between the CITY OF ORANGE, a municipal corporation ( “City”), and SIEMENS INDUSTRY, INC., a California corporation (“Contractor”), with reference to the following:
A. City and Contractor entered into a Professional Services Agreement (Agreement No. 7166) dated May 11, 2021, which is incorporated herein by this reference (the “Original Agreement”); and
B. City and Contractor amended the Original Agreement to revise the Scope of Work and increase the compensation by a First Amendment to Professional Services Agreement (Agreement No. 7166.1) dated October 22, 2021, which is incorporated herein by this reference (the “First Amendment”); and
C. City and Contractor desire to further amend the Original Agreement to modify, amend and supplement certain portions of the Original Agreement to revise the Scope of Work and increase the compensation.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross-References. City and Contractor agree that all references in this Second Amendment are dee med and construed to refer to the Original Agreement, as implemented by this Second Amendment.
Section 3 Revised Scope of Services. The Scope of Services, Section 1, Exhibit A of the Original Agreement, is hereby amended, modified and supplemented to include the services described on Exhibit A attached hereto and incorporated herein by this reference.
Section 4 Compensation. The total not -to-exceed compensation for the services to be rendered as set forth in Section 2.a of the Original Agreement is increased by FORTY-SIX THOUSAND TWO HUNDRED SIX DOLLARS and 35/100 ($46,206.35) and Section 2.a is hereby amended in its entirety to read as follows:
“Contractor's total compensation for all services performed under this Agreement, shall not exceed THREE HUNDRED EIGHTY-FOUR THOUSAND TWO HUNDRED SIX DOLLARS and 90/100 ($384,206.90) without the prior written authorization of City.”
2 Section 5. Integration. This Second Amendment amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this Second Amendment and the terms and provisions of the Original Agreement, the terms and provisions of this Second Amendment shall control and govern the rights and obligations of the parties.
IN WITNESS of this Second Amendment, the parties enter into this Second Amendment on the year and day first above written.
“CONTRACTOR” “CITY”
SIEMENS INDUSTRY, INC., CITY OF ORANGE, a municipal corporation a California corporation
*By: By:
Printed Name: Mark A. Murphy, Mayor Title:
*By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mary Binning, Senior Assistant City Attorney
*NOTE: If CONTRACTOR is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR
-- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City.
EXHIBIT “A”
SUPPLEMENTAL SCOPE OF SERVICES
[Behind this page.]
PROPOSAL
City of Orange Metro Station 1
PREPARED BY
Siemens Industry, Inc.
PREPARED FOR
City of Orange
DELIVERED ON
January 21, 2022
Table of Contents
INTRODUCTION .............................................................................................................. 1 Proposal Information ............................................................................................. 1 Contact Information .............................................................................................. 3 CUSTOMER OVERVIEW.................................................................................................... 4 Executive Summary ............................................................................................... 4 Siemens Capabilities & Customer Commitment ...................................................... 5 SERVICE SOLUTION......................................................................................................... 6 Building Services- Security ..................................................................................... 6 Device List and Services ......................................................................................... 8 Clarifications and Exclusions .................................................................................. 9 SERVICE IMPLEMENTATION PLAN .................................................................................. 10 Service Program Details ...................................................................................... 10 Service Team ....................................................................................................... 12 TERMS AND CONDITIONS ............................................................................................. 13 Terms and Conditions .......................................................................................... 13 Agreement Terms for Investments ....................................................................... 14 SIGNATURE PAGE ......................................................................................................... 15 Signature Page .................................................................................................... 15 APPENDICES ................................................................................................................. 16 Appendix A: Siemens Service Portfolio ................................................................. 16 P
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Proposal #: 6584214
Date: January 21, 2022
Contact Information
Sales Executive: Diego Velez
Branch Address: 6141 Katella Ave
Cypress, CA 90630
Telephone: 657-465-8464
Email Address: [email protected]
Customer Contact: Mike Dering
Customer: City of Orange
Address: 300 E Chapman
Orange, CA 92866
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Executive Summary
Customer Needs
Siemens shall provide the City of Orange with Preventative Maintenance, Repair and Replace, and Annual Security Assessment services at Metro Station Phase 1. This document shall serve as the Statement of Work (SOW) and describe services, expectations, inclusions, exclusions and the investment summary Term shall include the systems at the following location-
1. Metro Phase 1
Services agreement shall provide Software Maintenance Agreements for the following applications:
• Genetec Software Maintenance Agreement
Services agreement shall provide the following services:
1. Semi-Annual Preventative Maintenance
2. Comprehensive Repair and Replace
3. Annual Security Assessment
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Siemens Capabilities & Customer Commitment
Siemens Industry, Inc. is a leading single-source provider of cost-effective facility performance solutions for the comfort, life safety, security, energy efficiency and operation of some of the most technically advanced buildings in the world. For more than 150 years, Siemens has built a culture of long-term commitment to customers through innovation and technology. Siemens is a financially strong global organization with a Branch network that delivers personalized service and support to customers in multiple industries and locations.
References are available upon request.
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Building Services- Security
Preventative Maintenance
Siemens shall provide semi-annual preventative maintenance on all covered equipment. Based on any abnormal findings, Siemens technicians will be authorized to replace parts or alter settings and programming to optimize the systems. All findings shall be provided in a semi-annual report to the client. Siemens shall maintain semi-annual reports, as part of client services program portfolio. Siemens will provide all system software updates, as part of annual preventative maintenance visits. All software updates are provided at no additional cost, with the valid software maintenance programs (included in this program). All items included in this service shall be clearly delineated in the scope of work document.
Annual Security Assessment
Using workshops and on-site surveys, Siemens analyzes your current security environment (e.g., systems, organization and processes), identifies weaknesses and suggests possible improvement measures. A high priority is the physical installation and configuration of the security devices and systems. Siemens will also evaluate if the objectives of your Security Management Plan can be achieved with the installed physical security system. Gaps between requirements and capabilities will be identified and documented, along with recommendations for improvement.
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Comprehensive Repair and Replace
Siemens shall provide added warranty coverage for the identified components of the clients system. Repair and replacement of worn, failed and malfunctioned equipment will be provided during normal business hours, with next day service response coverage times. Should the component be of critical or of an emergency nature, Siemens shall provide 4-hour response in diagnosing of issue and beginning of repair process. Siemens may provide replacement from back-stock, if available. Siemens includes back-stock equipment as part of this service. All afterhours and weekend services are covered under this agreement, when required.
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Device List and Services
Metro Station Phase 1
Services Semi- Annual Preventative Maintenance, Comprehensive Repair and Replace.
Device QTY
Cameras 24
PoE Switch 3
Ethernet & POE Over Coax BASE Unit 4
Power Supply 2
Siklu Radio 10
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Clarifications and Exclusions
• Siemens pricing assumes execution of preventative maintenance and cleaning services to be performed during normal business hours.
• Repair and replace does not cover any items that may be down due to vandalism. • Siemens excludes all equipment not explicitly stated in this scope of work. • Siemens excludes all foliage control, as may be required for radio communication. • Siemens excludes all traffic control, as may be required for traffic and street light cameras. • All permits and submittals to city, or local AHJ, are by others and excluded from this scope of work. • Siemens requires signed agreement or acceptable client Purchase Order, prior to all work commencement, including parts acquisition or project mobilization. • Pricing and SOW is based on current system configuration and architecture. Additions to system shall be addressed annually upon program anniversary.
• Services to exclude City of Orange Phase 2 Metro.
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Service Program Details
As a Service Agreement customer with an active contract, you will receive the benefit of a discount from our standard labor rates. Service Program Details are shown below and our Standard rates and preferred customer rates are documented on the next page.
Service Frequency/Time Plan
Emergency Response Time- 4 hour response time Included
Response time- for non-emergency 8 hour response time Included Hours of Service Monday- Friday 8:00 AM - 5:00
PM Included
Hours Outside of 8-5, M-F After hours, weekends and
Holidays Included
Response Window 24x7 Included
Material As Needed Included
Preventative Maintenance Semi-Annually Included
Genetec Software Support Agreement
Coverage
Included
Security Assessment Annual Included
Material Rates: Customers with an active Service Agreement will benefit from a discount percentage off the standard pricing for Siemens Industry, Inc. products. Customers without a Service Agreement will pay standard pricing for Siemens Industry, Inc. products.
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Diego Velez– Security Account Executive
–[email protected] manages the
overall strategic service plan based upon your
current and future service requirements.
Jonathan So – Client Services Manager is
responsible for ensuring that our contractual
obligations are delivered, your expectations are
being met and you are satisfied with the delivery
of our services.
Carlos Black- Primary Service Specialist is
responsible for performing the ongoing service of
your system.
Joseph James- Secondary Service
Specialist who will be familiarized with your
building systems to provide in-depth backup
coverage.
Darren Chen- Service Operations Manager is
responsible for managing the delivery of your
entire support program and service requirements.
Connie Hernandez- Service Coordinator is
responsible for scheduling your planned
maintenance visits, and handling your
emergency situations by taking the appropriate
action.
Josie Bade - Service Administrator is
responsible for all service invoicing including
both service agreement and service projects.
Michelle Wilson - Security Sales Manager is
available for escalation.
Service Team
An important benefit of your Service Agreement derives from having the trained building service personnel of Siemens Industry, Inc. familiar with your building systems. Our implementation team of local experts provides thorough, reliable service and scheduling for the support of your system.
Added to the team is a team of building experts at our Digital Service Center. The benefits you receive are less disruption to your employees at the site, less intrusive on the system at peak hours, fewer emissions for trucks rolled, and real time analytics with digital workspace hours.
The following list outlines the service team that will be assigned to the service agreement for your facility Your Assigned Team of Service Professionals will include:
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Terms and Conditions
Terms and Conditions (Click to download)
Terms & Conditions
(http://go.siemens.net/95260872 )
As a result of the global Covid-19 Virus outbreak, temporary delays in delivery, labor or services from Siemens and its sub-suppliers or subcontractors may occur. Among other factors, Siemens' delivery is subject to the correct and punctual supply from sub-suppliers or subcontractors, and Siemens reserves the right to make partial deliveries or modify its labor or services. While Siemens shall make every commercially reasonable effort to meet the delivery or service or completion date mentioned above, such date is subject to change.
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Period Period Range
1 Sep 22,2022 - Sep 21,2023
Billing Frequency Price
Annually $30,804.35
Agreement Terms for Investments
Services shall be provided at:
194 N Atchison St
Orange, CA 92866
Siemens Industry, Inc. shall provide the services as identified in this Proposal and pursuant to the associated terms and conditions contained within.
Duration (Initial Term and Renewal): This Agreement shall remain in effect for an Initial Term of 1 Periods beginning 2022-09-22. After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year periods. The Investments for each year after the Initial Term of the Agreement and each year of each renewal of this Agreement shall be determined as the immediate prior year's Investment plus an escalator of 3%. In addition, each renewal term pricing shall be adjusted for any additions or deletions to services selected for the renewal term.
Initial Term Investments:
Contract Bridge March 3,2022- Sept 21,2022 $15,402.00
Investment Total $46,206.35
*Amount Due In Advance Based On Billing Frequency
Applicable sales taxes, if included in the investment amount, are estimated only and will be calculated based on local requirements at the time of invoicing. The pricing quoted in this Proposal are firm for 30 days.
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