HomeMy WebLinkAboutAgreement A-22-512.pdf Agreement No. 22-512
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated November 8, 2022 ("Effective
3 Date") and is between Siemens Industry, Inc., a Delaware corporation ("Contractor"), and the
4 County of Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. Contractor is the current contractor providing the jail facilities with maintenance and
7 repair of fire and life safety security, and Master Antenna Television (MATV) and pneumatic
8 systems maintenance and repair under County agreement No. A-18-681.
9 B. County needs to upgrade portions of the Fresno County Main Jail control systems to
10 match functionality within the new West Annex addition to the Jail.
11 C. The required upgrades are outside of the scope of agreement A-18-681, which
12 necessitates a separate agreement for these upgrades.
13 D. Contractor represents that it can provide these upgrades pursuant to the terms of this
14 Agreement.
15 The parties therefore agree as follows:
16 Article 1
17 Contractor's Services
18 1.1 Scope of Services. The Contractor shall perform all of the services provided in
19 Exhibit A to this Agreement, titled "Scope of Services."
20 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
21 able to perform all of the services provided in this Agreement.
22 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
23 applicable federal, state, and local laws and regulations in the performance of its obligations
24 under this Agreement, including but not limited to workers compensation, labor, and
25 confidentiality laws and regulations.
26 1.4 Nature of the Facility. Contractor is aware, and will make all of Contractor's agents,
27 employees, contractors, and other persons whom Contractor invites to the Jail facilities aware of
28 the nature of the Jail facilities, the potential dangers involved with entry into the Jail facilities,
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1 and require that Contractor's agents, employees, contractors, and other invitees agree to
2 assume the risk of entering said Jail facilities.
3 1.5 Contractor shall not have any right to control or exclusively possess all or any portion
4 of any County facility, including the Jail facilities, and at any time, authorized County staff may
5 enter County facilities, including the Jail facilities, where Contractor is performing work, subject
6 only to reasonable safety precautions.
7 Article 2
8 County's Responsibilities
9 2.1 The County shall provide Contractor's staff with adequate and safe means for access
10 to Jail facilities to complete the services described in Article 1.
11 2.2 The County shall conduct background checks, as deemed necessary by County on
12 all personnel which Contractor will assign to work at the Jail. Background checks must be
13 completed on all Contractor's personnel before any admission into these facilities will be
14 granted. County shall have sole discretion to refuse admittance into these facilities. County shall
15 immediately notify Contractor if Contractor's employee is found to be unacceptable for
16 admission into these facilities and, upon such notice, Contractor shall immediately remove the
17 employee from the facility.
18 2.3 County shall issue vendor identification cards to Contractor to enable Contractor's
19 personnel, who are cleared through County's background checks pursuant to Article 2.2 above,
20 to enter County's facilities to perform the services described in Article 1.
21 2.4 County's correctional staff shall provide direction to Contractor's employees in the
22 event of disturbances inside the facilities.
23 2.5 In the event of a dispute involving County staff and the Contractor's employees
24 involving the work location, security measures, and any other aspects of the services covered
25 by the terms of this Agreement, County staff shall have the final decision.
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1 Article 3
2 Compensation, Invoices, and Payments
3 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
4 the performance of its services under this Agreement as described in this section.
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6 mate $1,250,343.00
7 I_slorCpsts _ $2,459,679.00
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9 County agrees to pay 25% of the amounts above to initiate the project to be paid within forty-five
10 (45) days of the Effective Date, totaling $927,505.50. Contractor will then invoice County on a
11 monthly basis for ongoing progress, based upon the documented percentage of work completed
12 each month in excess of the initial 25% paid to initiate the project.
13 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
14 under this Agreement is $3,710,022. The Contractor acknowledges that the County is a local
15 government entity, and does so with notice that the County's powers are limited by the
16 California Constitution and by State law, and with notice that the Contractor may receive
17 compensation under this Agreement only for services performed according to the terms of this
18 Agreement and while this Agreement is in effect, and subject to the maximum amount payable
19 under this section. The Contractor further acknowledges that County employees have no
20 authority to pay the Contractor except as expressly provided in this Agreement.
21 3.3 Invoices. The Contractor shall submit monthly invoices to the County of Fresno,
22 Internal Services Department, Attention: Business Office, 333 W. Pontiac Way, Clovis, CA
23 93612, (isdbusinessofficeafresnocountvca.Aov). The Contractor shall submit each invoice
24 within 60 days after the month in which the Contractor performs services and in any case within
25 60 days after the end of the term or termination of this Agreement.
26 3.4 Payment. The County shall pay each correctly completed and timely submitted
27 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
28 address specified in the invoice.
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1 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
2 expenses that are not specified as payable by the County under this Agreement.
3 Article 4
4 Term of Agreement
5 4.1 Term. This Agreement begins on the Effective Date and terminates on December
6 31, 2023, except as provided in Article 6, "Termination and Suspension," below.
7 Article 5
8 Notices
9 5.1 Contact Information. The persons and their addresses having authority to give and
10 receive notices provided for or permitted under this Agreement include the following:
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For the County:
12 Director of Internal Services/Chief Information Officer
County of Fresno
13 333 W. Pontiac Way
Clovis, CA 93619
14 ISDContracts@FresnoCountyCA.gov
15 For the Contractor:
Sales Executive
16 Siemens Industry, Inc.
653 W. Fallbrook Avenue, Suite 104
17 Fresno, CA 93711
Dan.dondlinger@siemens.com
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19 5.2 Change of Contact Information. Either party may change the information in section
20 5.1 by giving notice as provided in section 5.3.
21 5.3 Method of Delivery. Each notice between the County and the Contractor provided
22 for or permitted under this Agreement must be in writing, state that it is a notice provided under
23 this Agreement, and be delivered either by personal service, by first-class United States mail, by
24 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
25 Document Format (PDF) document attached to an email.
26 (A) A notice delivered by personal service is effective upon service to the recipient.
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1 (B) A notice delivered by first-class United States mail is effective three County
2 business days after deposit in the United States mail, postage prepaid, addressed to the
3 recipient.
4 (C)A notice delivered by an overnight commercial courier service is effective one
5 County business day after deposit with the overnight commercial courier service,
6 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
7 the recipient.
8 (D)A notice delivered by PDF document attached to an email is effective when
9 transmission to the recipient is completed (but, if such transmission is completed outside
10 of County business hours, then such delivery is deemed to be effective at the next
11 beginning of a County business day), provided that the sender maintains a machine
12 record of the completed transmission.
13 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
14 nothing in this Agreement establishes, waives, or modifies any claims presentation
15 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
16 of Title 1 of the Government Code, beginning with section 810).
17 Article 6
18 Termination and Suspension
19 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
20 contingent on the approval of funds by the appropriating government agency. If sufficient funds
21 are not allocated, then the County, upon at least 30 days' advance written notice to the
22 Contractor, may:
23 (A) Modify the services provided by the Contractor under this Agreement; or
24 (B) Terminate this Agreement.
25 6.2 Termination for Breach.
26 (A) Upon determining that a breach (as defined in paragraph (C) below) has
27 occurred, the County may give written notice of the breach to the Contractor. The written
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1 notice may suspend performance under this Agreement, and must provide at least 30
2 days for the Contractor to cure the breach.
3 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
4 time stated in the written notice, the County may terminate this Agreement immediately.
5 (C) For purposes of this section, a breach occurs when, in the determination of the
6 County, the Contractor has:
7 (1) Obtained or used funds illegally or improperly;
8 (2) Failed to comply with any part of this Agreement;
9 (3) Submitted a substantially incorrect or incomplete report to the County; or
10 (4) Improperly performed any of its obligations under this Agreement.
11 6.3 Termination without Cause. In circumstances other than those set forth above, the
12 County may terminate this Agreement by giving at least 30 days advance written notice to the
13 Contractor.
14 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
15 under this Article 6 is without penalty to or further obligation of the County.
16 6.5 County's Rights upon Termination. Upon termination under this Article 6, the
17 County may demand repayment by the Contractor of any monies disbursed to the Contractor
18 under this Agreement that, in the County's sole judgment, were not expended in compliance
19 with this Agreement, or that were advanced to Contractor pursuant to Section 3.1, and for which
20 an equivalent value of work was not completed. The Contractor shall promptly refund all such
21 monies upon demand. This Section 6.5 survives the termination of this Agreement.
22 Article 7
23 Independent Contractor
24 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
25 agents, employees, and volunteers, is at all times acting and performing as an independent
26 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
27 venturer, partner, or associate of the County.
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1 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
2 manner or method of the Contractor's performance under this Agreement, but the County may
3 verify that the Contractor is performing according to the terms of this Agreement.
4 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
5 right to employment rights or benefits available to County employees. The Contractor is solely
6 responsible for providing to its own employees all employee benefits required by law. The
7 Contractor shall save the County harmless from all matters relating to the payment of
8 Contractor's employees, including compliance with Social Security withholding and all related
9 regulations.
10 7.4 Services to Others. The parties acknowledge that, during the term of this
11 Agreement, the Contractor may provide services to others unrelated to the County.
12 Article 8
13 Indemnity and Defense
14 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
15 County (including its officers, agents, employees, and volunteers) against all claims, demands,
16 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
17 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
18 the performance or failure to perform by the Contractor (or any of its officers, agents,
19 subcontractors, or employees) under this Agreement. The County may conduct or participate in
20 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
21 defend the County.
22 8.2 Survival. This Article 8 survives the termination or expiration of this Agreement.
23 Article 9
24 Insurance
25 9.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
26 Agreement.
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1 Article 10
2 Inspections, Audits, and Public Records
3 10.1 Inspection of Documents. The Contractor shall make available to the County, and
4 the County may examine at any time during business hours and as often as the County deems
5 necessary, all of the Contractor's records and data with respect to the matters covered by this
6 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
7 request by the County, permit the County to audit and inspect all of such records and data to
8 ensure the Contractor's compliance with the terms of this Agreement.
9 10.2 State Audit Requirements. If the compensation to be paid by the County under this
10 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
11 California State Auditor, as provided in Government Code section 8546.7, for a period of three
12 years after final payment under this Agreement. This section survives the termination of this
13 Agreement.
14 10.3 Public Records. The County is not limited in any manner with respect to its public
15 disclosure of this Agreement or any record or data that the Contractor may provide to the
16 County. The County's public disclosure of this Agreement or any record or data that the
17 Contractor may provide to the County may include but is not limited to the following:
18 (A) The County may voluntarily, or upon request by any member of the public or
19 governmental agency, disclose this Agreement to the public or such governmental
20 agency.
21 (B) The County may voluntarily, or upon request by any member of the public or
22 governmental agency, disclose to the public or such governmental agency any record or
23 data that the Contractor may provide to the County, unless such disclosure is prohibited
24 by court order.
25 (C)This Agreement, and any record or data that the Contractor may provide to the
26 County, is subject to public disclosure under the Ralph M. Brown Act (California
27 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
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1 (D)This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure as a public record under the California Public
3 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
4 with section 6250) ("CPRA").
5 (E) This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as information concerning the conduct of the
7 people's business of the State of California under California Constitution, Article 1,
8 section 3, subdivision (b).
9 (F) Any marking of confidentiality or restricted access upon or otherwise made with
10 respect to any record or data that the Contractor may provide to the County shall be
11 disregarded and have no effect on the County's right or duty to disclose to the public or
12 governmental agency any such record or data.
13 10.4 Public Records Act Requests. If the County receives a written or oral request
14 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
15 and which the County has a right, under any provision of this Agreement or applicable law, to
16 possess or control, then the County may demand, in writing, that the Contractor deliver to the
17 County, for purposes of public disclosure, the requested records that may be in the possession
18 or control of the Contractor. Within five business days after the County's demand, the
19 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
20 possession or control, together with a written statement that the Contractor, after conducting a
21 diligent search, has produced all requested records that are in the Contractor's possession or
22 control, or (b) provide to the County a written statement that the Contractor, after conducting a
23 diligent search, does not possess or control any of the requested records. The Contractor shall
24 cooperate with the County with respect to any County demand for such records. If the
25 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
26 CPRA or other applicable law, it must deliver the record or data to the County and assert the
27 exemption by citation to specific legal authority within the written statement that it provides to
28 the County under this section. The Contractor's assertion of any exemption from disclosure is
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1 not binding on the County, but the County will give at least 10 days' advance written notice to
2 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
3 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
4 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
5 failure to produce any such records, or failure to cooperate with the County with respect to any
6 County demand for any such records.
7 Article 11
8 Disclosure of Self-Dealing Transactions
9 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
10 or changes its status to operate as a corporation.
11 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
12 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
13 "Self-Dealing Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
14 County before commencing the transaction or immediately after.
15 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
16 a party and in which one or more of its directors, as an individual, has a material financial
17 interest.
18 Article 12
19 General Terms
20 12.1 Modification. Except as provided in Article 6, "Termination and Suspension,"this
21 Agreement may not be modified, and no waiver is effective, except by written agreement signed
22 by both parties. The Contractor acknowledges that County employees have no authority to
23 modify this Agreement except as expressly provided in this Agreement.
24 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
25 under this Agreement without the prior written consent of the other party.
26 12.3 Governing Law. The laws of the State of California govern all matters arising from
27 or related to this Agreement.
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1 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
2 County, California. Contractor consents to California jurisdiction for actions arising from or
3 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
4 brought and maintained in Fresno County.
5 12.5 Construction. The final form of this Agreement is the result of the parties' combined
6 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
7 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
8 against either party.
9 12.6 Days. Unless otherwise specified, "days" means calendar days.
10 12.7 Headings. The headings and section titles in this Agreement are for convenience
11 only and are not part of this Agreement.
12 12.8 Severability. If anything in this Agreement is found by a court of competent
13 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
14 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
15 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
16 intent.
17 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
18 not unlawfully discriminate against any employee or applicant for employment, or recipient of
19 services, because of race, religious creed, color, national origin, ancestry, physical disability,
20 mental disability, medical condition, genetic information, marital status, sex, gender, gender
21 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
22 all applicable State of California and federal statutes and regulation.
23 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
24 of the Contractor under this Agreement on any one or more occasions is not a waiver of
25 performance of any continuing or other obligation of the Contractor and does not prohibit
26 enforcement by the County of any obligation on any other occasion.
27 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
28 between the Contractor and the County with respect to the subject matter of this Agreement,
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1 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
2 publications, and understandings of any nature unless those things are expressly included in
3 this Agreement. If there is any inconsistency between the terms of this Agreement without its
4 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
5 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
6 exhibits.
7 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
8 create any rights or obligations for any person or entity except for the parties.
9 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
10 (A) The Contractor is duly authorized and empowered to sign and perform its
11 obligations under this Agreement.
12 (B) The individual signing this Agreement on behalf of the Contractor is duly
13 authorized to do so and his or her signature on this Agreement legally binds the
14 Contractor to the terms of this Agreement.
15 12.14 Electronic Signatures. The parties agree that this Agreement maybe executed by
16 electronic signature as provided in this section.
17 (A) An "electronic signature" means any symbol or process intended by an individual
18 signing this Agreement to represent their signature, including but not limited to (1) a
19 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
20 electronically scanned and transmitted (for example by PDF document) version of an
21 original handwritten signature.
22 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
23 equivalent to a valid original handwritten signature of the person signing this Agreement
24 for all purposes, including but not limited to evidentiary proof in any administrative or
25 judicial proceeding, and (2) has the same force and effect as the valid original
26 handwritten signature of that person.
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1 (C)The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
3 Part 2, Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and
5 satisfied the requirements of Government Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party may rely upon that
7 representation.
8 (E) This Agreement is not conditioned upon the parties conducting the transactions
9 under it by electronic means and either party may sign this Agreement with an original
10 handwritten signature.
11 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
12 original, and all of which together constitute this Agreement.
13 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
SIEMENS INDUSTRY, INC. COUNTY OF FRESNO
3
Electronically signed by.Rich Cilessen
Reason:.
Data Sep 30.2022 09:37 CDT
5 [Name], [Title] Rich Cillessen Brian Pacheco, Chairman of the Board of
Sr.Director Field Sales and Operations Supervisors of the County of Fresno
6 653 W. Fallbrook Avenue, Suite 104
Fresno, CA 93711 Attest:
7 El-tron-fly signed byCh- Bernice Seidel
Date:Sep 30,2022 10.30 EDT Clerk of the Board of Supervisors
8 og;1.y Chris Few-Field Operations,FBA County of Fresno, State of California
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By:
10 Deput
11 For accounting use only:
12 Org No.: 8935
Account No.: 7295
13 Fund No.: 1045
Subclass No.: 10000
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Exhibit A
1 Scope of Services
2 The replacement of the existing Fresno County Main Jail control system will match the
3 functionality that was provided for the system installed in the West Annex Jail. The system will
4 include the required hardware and software necessary for controlling the existing devices
5 defined below. New head-end equipment will be housed in the existing equipment racks.
6 Existing device wiring to the existing equipment rooms is assumed to be in working order, and
7 will remain. A new category 6A network backbone will be installed between the local equipment
8 rooms (6046, T007, 1046, 3046, 4046, 5046, 6046) and the Master Control equipment room
9 2046. New conduit and wire between the local equipment rooms and the control rooms will be
10 installed to allow some simultaneous control of the existing system with the new system to help
11 in the transition. Existing UPS power will be utilized to power the new equipment in the
12 equipment rooms. New 1 KVA UPS units will be provided that will maintain the power on the
13 control room equipment for at least 5 minutes, utilizing existing power sources.
14 Each new touchscreen will be able to select specific task groups to allow different
15 computers to control different areas assigned to each touchscreen computer. Central Control
16 will have the ability to disable any of the other touchscreen computers and take over control of
17 that area at any given time. Interlocks defined by County prior to the start of the installation will
18 control access to certain locations in the Jail. There will not be an interface between the security
19 system and the fire alarm system.
20 The existing intercom system will be removed and replaced with new Harding IP head-
21 end intercom and paging equipment, which will be installed in each equipment room. The new
22 intercom system will have the necessary talk paths for each touchscreen to do intercom/speaker
23 communication, master to master communications, zone paging and discrete monitoring. New
24 IP intercom masters will be installed with each touchscreen and in other locations where there
25 are existing intercom masters, as defined below.
26 The County will own all components of the new system once it has been installed.
27 Contractor shall remove and dispose of all components and waste associated with the old
28 system in compliance with all applicable laws.
A-1
Exhibit A
1
2 Equipment and Upgrade List:
3
4 South Annex Jail (Existing Panel will not be replaced)
5 Provide one Harding Intercom Master Station (IMS) Telephone
6 • Replace existing PLC Equipment and intercom equipment (8 doors/16 intercoms)
7 • Provide rack mounted UPS utilizing existing 120VAC power source.
8 Install fiber connection from South Annex Jail to Main Jail
9
10 Equipment Rooms B046, T007, 1046, 2046, 3046, 4046, 5046, 6046
11 Replace existing PLC Equipment and intercom equipment
12 • Provide conduit/wire, 2 - category 6A cable to next equipment room for network
13 backbone
14 • Re-use existing UPS power for head-end equipment
15 • Re-use existing emergency power for Doors
16
17 Roof Control Station
18 1 — 10.4" Stainless Steel Exterior rated Touchscreen HMI mounted on front of cabinet.
19 1 — Intercom
20 1 — Panel mounted master intercom
21 1 — IP Intercom Master Stations (IMS) Telephone
22 1 — Panic Alarm Red Mushroom Push button
23 1 — 1 KVA UPS Unit utilizing existing 120VAC power source.
24
25 3rd-6th Floor Housing Control Station Equipment for each floor
26 2—22"Touch screens/Com puters
27 2— IP Touchscreen Master Module (TMM) Goosenecks
28 2— IP Intercom Master Stations (IMS) Telephones
A-2
Exhibit A
1 2 —Panic Alarm Red Mushroom Push buttons
2 2— 1 KVA UPS Units utilizing existing 120VAC power source
3 Consoles to remain in place.
4 Touchscreen to be mounted in console.
5 Leave existing Countertops and mount new equipment in existing Turrets.
6 Provide new raceway to equipment room as needed.
7
8 Level 2 Medical Control Station Equipment:
9 1 —7" Panel mounted Touchscreen HMI
10 1 — Panel mounted master intercom
11 1 — IP Intercom Master Stations (IMS) Telephone
12 1 — Panic Alarm Red Mushroom Push button
13 1 — 1 KVA UPS Unit utilizing existing 120VAC power source
14 Console to remain in place.
15 Re-use the existing turret and mount new HMI and Intercom in existing turret.
16 Remove Intercom Control Station
17 Extend Intercom wiring to equipment room.
18
19 Central Control
20 New Control station millwork
21 3—27" touchscreens/Computers— 3rd is also an Event Recording Computer
22 3— IP Touchscreen Intercom Masters
23 3—IP Intercom Master Stations (IMS) Telephones
24 3—Panic Alarm Red Mushroom Push buttons
25 3— 1 KVA UPS Units utilizing existing 120VAC power source
26 Remove sloped consoles that housed the door/intercom control panels.
27 Leave in place the enclosures that currently house the Video Equipment.
28 Remove Upper Monitoring Panels and infill with solid plate to match existing console.
A-3
Exhibit A
1 Provide new countertop.
2 Elevator Panel/Console to remain as is.
3
4 1st Floor Control Station
5 1 —7" Panel mounted Touchscreen HMI
6 1 —Panel mounted master intercom
7 1 — IP Intercom Master Stations (IMS) Telephone
8 1 —Panic Alarm Red Mushroom Push button
9 1 — 1 KVA UPS Unit utilizing existing 120VAC power source
10 Console to remain in place.
11 Re-use the existing turret and mount new HMI and Intercom in existing turret.
12
13
14 Booking Control Station — 1st Floor
15 1 —22"Touchscreen/Computer
16 1 —Touchscreen master intercom gooseneck
17 1 —IP Intercom Master Stations (IMS) Telephone
18 1 — Panic Alarm Red Mushroom Push button
19 Remove intercom and graphic panel consoles
20 Provide new countertop.
21 Extend Intercom wiring to equipment room.
22 1 — 1KVA UPS Unit utilizing existing 120VAC power source
23
24 Lobby/Reception Control Stations— 1st Floor
25 2— 7"Turret-Mounted Touchscreen HMI
26 2—Touchscreen master intercom goosenecks
27 2— IP Intercom Master Stations (IMS) Telephone
28 2— Panic Alarm Red Mushroom Push button
A-4
Exhibit A
1 Remove intercom and graphic panel consoles. Blank any spaces in Turret.
2 Re-use the existing turrets and mount new HMIs and Intercoms in existing turret
3 Leave Elevator Controls in Turret.
4 2— 1 KVA UPS Units utilizing existing 120VAC power source
5
6 Basement Control Station
7 1 —7" Panel mounted Touchscreen HMI
8 1 — Panel mounted master intercom
9 1 — IP Intercom Master Stations (IMS) Telephone
10 1 —Panic Alarm Red Mushroom Push button
11 Re-use the existing turret and mount new HMI and Intercom in existing turret.
12 1 — 1 KVA UPS Unit utilizing existing 120VAC power source
13
14 Estimated Existing and Replacement Quantities
15 • 3—27"Touchscreens: New conduit, devices and wire
16 • 9 —22" Touchscreens: New conduit, devices and wire
17 1 — 10.4" Stainless Steel HMI Touchscreens: New conduit, devices and wire
18 • 5—7" HMI Touchscreens: New conduit, devices and wire
19 • 4 — Panel Mounted Master Intercoms (outlined above): New conduit, devices and
20 wire
21 • 14—Touchscreen Intercom Masters (outlined above): New conduit, devices and wire
22 18— IP Intercom Master Stations Telephones (outlined above): New conduit, devices
23 and wire
24 51 — Duress Push Buttons: New devices, Re-use existing wire
25 12— 1 KVA UPS, Re-use existing outlets
26 284— Intercoms: Re-use existing devices and wire
27 459—Cell Call Pushbuttons, Speakers: Re-use existing devices and wire
28 60— Speaker Zones: Re-use existing devices and wire
A-5
Exhibit A
1 • 699—Swing Door Control Points: Re-use existing devices and wire
2 • 22—Slider Door Control Points: Re-use existing devices and wire
3 • 2—Exterior Slider Gates: Re-use existing devices and wire
4 • 59 - Door LED Lights: Re-use existing devices and wire
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A-6
Exhibit A
1 Inclusions
2 1. Design documents prepared by R&N Systems Design to include submittals
3 development, project coordination, engineering, County submittals/software review
4 meetings, panel assembly and programming.
5 2. Tax
6 3. Freight
7 4. Project Management
8 5. One-year warranty
9 6. Customer Training
10 a. Three days of training, one full day and two half days
11 b. Up to 12 people
12 c. Consists of operating new equipment, maintenance of equipment, and
13 administration topics relating to the new system
14 d. Intended to prepare attendees to train others within the County
15 e. Held at a County facility
16 7. Programming
17
18
19 Exclusions
20 1. All computer network firewalls (to be provided by County).
21 2. Working in areas containing hazardous materials or confined spaces.
22 3. Costs associated with schedule acceleration or multiple unplanned phases.
23 4. Building and construction permit fees.
24 5. Ceiling and/or wall removal, replacement, patching, and painting.
25 6. Overtime, except as specifically noted.
26 7. After hours work, except as specifically noted.
27 8. Additional testing due to third parties.
28 9. Performance or payment bonds.
A-7
Exhibit A
1 10. Bonding or special insurance, beyond the insurance specified in Exhibit C.
2 11. Scaffolding and lifts, except as specifically noted.
3 12. Per Project Aggregate (PPA) Insurance.
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A-8
Exhibit A
1 Clarifications/Assumptions
2 1. All existing door/intercom control panels will be removed; the holes covered with blank
3 plates.
4 2. Elevator controls/panels will remain as-is at all locations.
5 3. Visitation Handsets will not be modified, will remain as-is.
6 4. Camera equipment will remain as-is.
7 5. Contractor shall utilize the existing cabinets to house the new PLC and Harding intercom
8 equipment.
9 6. PLC Equipment will be Schneider Automation to match the West Annex Jail.
10 7. Network Switches will be HP Aruba to match the West Annex Jail.
11 8. Head-end Intercom Equipment will be Harding DXL to match the West Annex Jail.
12 9. The existing intercoms are 4-wire 24V.
13 10. Music distribution with up to 2 different channels will be provided through the
14 intercom/paging systems.
15 11.The County of Fresno shall provide all firewalls for the computer network.
16 12. The County shall empty floors as the install begins until the cut-over for each respective
17 floor is completed and tested.
18 13. Contractor will require monthly progress payments be made based upon the percentage
19 of work completed each month, after the funds advanced to Contractor pursuant to
20 Section 3.1 have been expended.
21 14.All scheduling and phasing shall require County's input and approval and will require
22 County's cooperation to complete during the allotted time.
23 15. All work shall be performed during normal work hours of Monday through Friday, 6:00
24 AM to 4:00 PM.
25 16. Every device on the system shall be tested after the new equipment is installed in each
26 area at the Central Control once the entire system is in place.
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A-9
Exhibit B
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor'), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name,job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
Exhibit B
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure(Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 6233 (a)
(6)Authorized Signature
Signature: Date:
C-2
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C) Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
D-1
Exhibit C
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
D-2
Exhibit C
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
D-3