HomeMy WebLinkAboutAgreement A-24-203 Agreement with Siemens Industry Inc..pdf Agreement No. 24-203
1 SERVICE AGREEMENT
2 This Service Agreement is dated May 7, 2024, ("Effective Date") and is
3 between Siemens Industry Inc., a Delaware corporation, whose address is 653 W. Fallbrook
4 Ave, STE 104, Fresno, CA. 93711 hereinafter referred to as "Contractor", and the County of
5 Fresno, a political subdivision of the State of California referred to as "County".
6 Recitals
7 WHEREAS, County needs the services of an independent contractor to perform fire and
8 life safety, security, master antenna television (MATV) and pneumatic systems maintenance
9 and repair at County's jail facilities and the Sheriff's Administrative Building;
10 WHEREAS, Contractor has provided these services to County since 2010, and most
11 recently pursuant to County Agreement No. 18-681.
12 WHEREAS, this Agreement utilizes pricing for labor and materials from Sourcewell
13 Agreement No. 030421-SIE, which pricing is specifically identified in Exhibit B of this
14 Agreement; however, if prices in Sourcewell Agreement No. 030421-SIE change, the prices
15 established in Exhibit B still control in this Agreement.
16 WHEREAS, Contractor represents that it is willing and able to continue to provide these
17 services, and County desires to continue to contract for the provision of such services in
18 connection with the operation of its Jail Facilities and Sheriff's Administrative Building.
19 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
20 herein contained, the parties hereto agree as follows:
21 Article 1
22 Contractor's Services
23 1.1 Scope of Services. The Contractor shall perform all of the services provided in
24 Exhibit A to this Agreement, titled "Scope of Services.
25 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
26 able to perform all of the services provided in this Agreement.
27 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
28 applicable federal, state, and local laws and regulations in the performance of its obligations
1
1 under this Agreement, including but not limited to workers compensation, labor, and
2 confidentiality laws and regulations.
3 1.4 Locations of Services. Contractor shall provide fire and life safety, security, MATV
4 and pneumatic systems maintenance at the following locations (collectively, "Jail Facilities" or
5 individually a "Jail Facility"):
6 Main Jail 1225 "M" Street, Fresno, CA 93721
7 South Annex Jail 2280 Fresno Street, Fresno, CA 93721
8 North Annex Jail 1265 "M" Street, Fresno, CA 93721
9 Satellite Jail (Not Currently in Use) 110 "M" Street, Fresno, CA 93721
10 Sheriffs Administrative Building 2200 Fresno Street, Fresno, CA 93721
11 Additional locations may be mutually agreed upon for services upon the opening
12 of the West Annex Jail, located on the same COUNTY footprint/square block as
13 the Main and North Jails (the current parking lot), or at other future locations.
14 If any of the locations identified herein no longer exist, or no longer require Contractor's
15 services, or if new locations become available and require Contractor's services, such as the
16 West Annex Jail, County may, and Contractor will agree to amend this Agreement and the
17 attached Exhibits, to provide for reductions or additions of service, or for a change in location of
18 services.
19 Article 2
20 County's Responsibilities
21 2.1 The County shall provide Contractor with adequate and safe means for access to Jail
22 Facilities. Contractor is aware, and shall make all of Contractor's agents, employees,
23 contractors, and other persons whom Contractor invites to the Jail Facilities aware, of the nature
24 of the Jail Facilities, the dangers involved with entry into the Jail Facilities, and require that
25 Contractor's agents, employees, contractors, and other invitees agree to assume the risk or
26 entering the Jail Facilities, including the risks of severe bodily injury and death.
27 2.2 The County shall Issue identification cards to Contractor to enable Contractor's
28 personnel to enter the Jail Facilities and perform necessary repairs.
2
1 2.3 County's Sheriff's Office shall perform background checks as deemed necessary by
2 the Jail Medical Services Bureau Commander and/or his designee, on all personnel Contractor
3 desires to perform work in the Jail Facilities. Background checks must be completed on all
4 Contractor personnel, employees, agents, contractors, or other invitees before any admission
5 into a Jail Facility. The Jail Medical Services Bureau Commander and/or his designee, has
6 absolute and unrestricted authority to deny access to the Jail Facilities, and/or any other facility
7 related to the Sheriff operations, and for any reason or for no reason. If anyone who is
8 associated with Contractor or acting on Contractor's behalf is denied access, Contractor agrees
9 to immediately assist and ensure removal of that person from the Jail Facilities.
10 2.4 In the event of a disturbance inside the Jail Facilities, County correctional staff shall
11 provide direction to Contractor's employees, agents, contractors, or other invitees. Contractor's
12 employees, agents, contractors, or other invitees shall immediately follow the direction of
13 correctional staff in such circumstances.
14 2.5 County designates the Jail Medical and Services Bureau Commander, or his or her
15 designee, as the Contract Administrator for this Agreement, who shall resolve disputes involving
16 Jail staff and Contractor in such matters as work location and security measures.
17 2.6 County shall provide access into and out of the Jail Facilities to Contractor's
18 employees, subject to security requirements. County has the absolute right to exclude anyone
19 from any Jail Facility, and to redirect Contractor's employees from place to place within the Jail
20 Facilities when deemed appropriate by County.
21 2.7 County shall provide onsite storage space for Contractor to store spare parts. The
22 size of the storage area shall be approximately 150 square feet. Contractor shall strictly control
23 access to this storage area, and shall only store those parts necessary to provide services to
24 County under this Agreement. County shall provide Contractor with a key to the storage area,
25 and County shall maintain the right to access this area.
26 2.8 County shall provide office space consisting of one office, approximately 100 square
27 feet in size, as well as supplies and equipment, including a desk, phones(s), computer(s),
28 monitor(s), and access to sanitation stations in such office space , all in such amounts or
3
1 numbers as determined by County, for Contractor to utilize under the terms and conditions of
2 this Agreement, at no charge to Contractor for such use of space, including such office supplies
3 and office equipment in such office space. Such supplies and equipment shall remain at the Jail
4 Facilities, and shall not be used by Contractor for its provision of services off-site from the Jail
5 Facilities. County shall have the right to enter such office space at all times, it being understood
6 that Contractor may not control or exclusively possess such office space.
7 2.9 County shall authorize work orders and service calls to Contractor through the Jail
8 Services Unit.
9
10 Article 3
11 Compensation, Invoices, and Payments
12 3.1 Compensation. County agrees to pay Contractor and Contractor agrees to receive
13 compensation as described in Exhibit B to this Agreement, titled "Compensation."
14 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
15 under this Agreement is $447,780 annually (from January 1, through December 31, of each
16 calendar year) and $1,343,340 cumulatively during the initial three-year term of this Agreement
17 (January 1, 2024- December 31, 2026). Subject to the annual limit, in no event shall
18 compensation paid for Additional Services under this Agreement exceed $150,000 annually
19 (between each January 1, through December 31) and $450,000 cumulatively during the initial
20 three-year term of this Agreement (January 1, 2024- December 31, 2026).
21 In no event shall compensation paid for services performed under the two possible one-
22 year renewals (January 1, 2027 through December 31, 2027, and January 1, 2028, through
23 December 31, 2028) exceed $447,780 annually and $895,560 cumulatively. Subject to the
24 annual limitation, compensation paid for Additional Services during the two one-year renewals
25 (January 1, 2027 through December 31, 2027, and January 1, 2028 through December 31,
26 2028) shall not exceed $150,000 annually, and $300,000 cumulatively.
27 In no event shall all compensation paid to Contractor exceed $2,988,900, in the event
28 this Agreement is extended for the two optional one-year renewals.
4
1 3.3 Invoices. The Contractor shall submit monthly invoices to Fresno County
2 Sheriffs Office at 2200 Fresno St, Fresno, CA 93721 or email at
3 sheriff.payables(c)_fresnosheriff.org. The Contractor shall submit each invoice within 60 days
4 after the month in which the Contractor performs services, and within 60 days after the end of
5 the term or termination of this Agreement.
6 3.4 Payment. The County shall pay each correctly completed and timely submitted
7 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
8 address specified in the invoice. The County agrees to pay, and the Contractor agrees to
9 receive, compensation for the performance of its services under this Agreement as described in
10 this section.
11 3.5 Local Government Entity. The Contractor acknowledges that the County is a
12 local government entity, and does so with notice that the County's powers are limited by the
13 California Constitution and by State law, and with notice that the Contractor may receive
14 compensation under this Agreement only for services performed according to the terms of this
15 Agreement and while this Agreement is in effect, and subject to the maximum amount payable
16 under this section. The Contractor further acknowledges that County employees have no
17 authority to pay the Contractor except as expressly provided in this Agreement.
18 3.6 Incidental Expenses: The Contractor is solely responsible for all of its costs and
19 expenses that are not specified as payable by the County under this Agreement.
20
21 Article 4
22 Term of Agreement & Extension
23 4.1 Term. The term of this Agreement shall be effective retroactive to January 1,
24 2024, and terminates on December 31, 2026, except as provided in Section 4.2, "Extension," or
25 Article 6, "Termination and Suspension," below.
26 4.2 Extension. The term of this retroactive Agreement may be extended for two (2)
27 additional consecutive twelve (12) month periods upon written approval of both parties no later
28 than thirty (30) days prior to the first day of the next twelve (12) month extension period. The Jail
5
1 Medical Services Bureau Commander and/or his or her designee, is authorized to execute such
2 written approval on behalf of County based on Contractor's satisfactory performance. The
3 extension of this Agreement by the County is not a waiver or compromise of any default or
4 breach of this Agreement by the Contractor existing at the time of the extension whether or not
5 known to the County.
6
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:
11
For the County:
12 Fresno County Sheriffs Office
County of Fresno
13 2200 Fresno Street
Fresno, CA 93721
14 Attention: Business Manager
Email: jack.rocha@fresnosheriff.org
15
For the Contractor:
16 Siemens Industry, Inc.
653 W. Fallbrook Ave., STE 104
17 Fresno, CA. 93711
Attention: Contract Administrator
18 Email: garrett.freund(a)siemens.com
19
20 5.2 Change of Contact Information. Either party may change the information in section
21 5.1 by giving notice as provided in section 5.3.
22 5.3 Method of Delivery. Each notice between the County and the Contractor provided
23 for or permitted under this Agreement must be in writing, state that it is a notice provided under
24 this Agreement, and be delivered either by personal service, by first-class United States mail, by
25 an overnight commercial courier service, or by Portable Document Format (PDF) document
26 attached to an email.
27 (A) A notice delivered by personal service is effective upon service to the recipient.
28
6
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
28
7
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 for breach under this Article
17 6, the County may demand repayment by the Contractor of any monies disbursed to the
18 Contractor under this Agreement that, in the County's sole judgment, were not expended in
19 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
20 demand. This section survives the termination of this Agreement.
21 Article 7
22 Independent Contractor
23 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
24 agents, employees, and volunteers, is at all times acting and performing as an independent
25 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
26 venturer, partner, or associate of the County.
27
28
8
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 D to this
26 Agreement.
27
28
9
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).
28
10
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
11
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 C to this Agreement) and submitting it to
14 the 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 Consistent Federal Income Tax Position. Contractor acknowledges that the Jail
27 Facilities have been acquired, constructed, and/or improved using net proceeds of
28 governmental tax-exempt bonds (collectively, "Bond-Financed Facilities"). Contractor agrees
12
1 that, with respect to this Agreement and the Bond Financed Facilities, Contractor is not entitled
2 to take, and shall not take, any position (also known as a "tax position") with the Internal
3 Revenue Service ("IRS") that is inconsistent 14 with being a "service provider"to the County,
4 as a "qualified user"with respect to the Bond Financed Facility, as "managed property," as all
5 of those terms are used in Internal Revenue Service Revenue Procedure 2017-13, and to that
6 end, for example, and not as a limitation, Contractor agrees that Contractor shall not, in
7 connection with any federal income tax return that it files with the IRS or any other statement or
8 information that it provides to the IRS, (a) claim ownership, or that it is a lessee, of any portion
9 of the Bond Financed Facilities, or (b) claim any depreciation or amortization deduction,
10 investment tax credit, or deduction for any payment as rent with respect to the Bond-Financed
11 Facilities.
12 12.4 Governing Law. The laws of the State of California govern all matters arising from
13 or related to this Agreement.
14 12.5 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
15 County, California. Contractor consents to California jurisdiction for actions arising from or
16 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
17 brought and maintained in Fresno County.
18 12.6 Construction. The final form of this Agreement is the result of the parties' combined
19 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
20 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
21 against either party.
22 12.7 Days. Unless otherwise specified, "days" means calendar days.
23 12.8 Headings. The headings and section titles in this Agreement are for convenience
24 only and are not part of this Agreement.
25 12.9 Severability. If anything in this Agreement is found by a court of competent
26 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
27 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
28
13
1 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
2 intent.
3 12.10 Nondiscrimination. During the performance of this Agreement, the Contractor shall
4 not unlawfully discriminate against any employee or applicant for employment, or recipient of
5 services, because of race, religious creed, color, national origin, ancestry, physical disability,
6 mental disability, medical condition, genetic information, marital status, sex, gender, gender
7 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
8 all applicable State of California and federal statutes and regulation.
9 12.11 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
10 of the Contractor under this Agreement on any one or more occasions is not a waiver of
11 performance of any continuing or other obligation of the Contractor and does not prohibit
12 enforcement by the County of any obligation on any other occasion.
13 12.12 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
14 between the Contractor and the County with respect to the subject matter of this Agreement,
15 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
16 publications, and understandings of any nature unless those things are expressly included in
17 this Agreement. If there is any inconsistency between the terms of this Agreement without its
18 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
19 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
20 exhibits.
21 12.13 No Third-Party Beneficiaries. This Agreement does not and is not intended to
22 create any rights or obligations for any person or entity except for the parties.
23 12.14 Authorized Signature. The Contractor represents and warrants to the County that:
24 (A) The Contractor is duly authorized and empowered to sign and perform its
25 obligations under this Agreement.
26 (B) The individual signing this Agreement on behalf of the Contractor is duly
27 authorized to do so and his or her signature on this Agreement legally binds the
28 Contractor to the terms of this Agreement.
14
1 12.15 Electronic Signatures. The parties agree that this Agreement may be executed by
2 electronic signature as provided in this section.
3 (A) An "electronic signature" means any symbol or process intended by an individual
4 signing this Agreement to represent their signature, including but not limited to (1) a
5 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
6 electronically scanned and transmitted (for example by PDF document) version of an
7 original handwritten signature.
8 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
9 equivalent to a valid original handwritten signature of the person signing this Agreement
10 for all purposes, including but not limited to evidentiary proof in any administrative or
11 judicial proceeding, and (2) has the same force and effect as the valid original
12 handwritten signature of that person.
13 (C)The provisions of this section satisfy the requirements of Civil Code section
14 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
15 Part 2, Title 2.5, beginning with section 1633.1).
16 (D) Each party using a digital signature represents that it has undertaken and
17 satisfied the requirements of Government Code section 16.5, subdivision (a),
18 paragraphs (1) through (5), and agrees that each other party may rely upon that
19 representation.
20 (E) This Agreement is not conditioned upon the parties conducting the transactions
21 under it by electronic means and either party may sign this Agreement with an original
22 handwritten signature.
23 12.16 Counterparts. This Agreement may be signed in counterparts, each of which is an
24 original, and all of which together constitute this Agreement.
25 [SIGNATURE PAGE FOLLOWS]
26
27
28
15
1 The parties are signing this Agreement on the date stated in the introcuctory clause.
2
SIEMENS INDUSTRY, INC. COUNTY OF FRESNO
3
Electronically signed by:
4 Benjamin Peeples
Date:Apr 5,2024 14:40 PDT
5 Ben Peeples, Branch General Manager Nathan Magsig, Chairman of the Board of
653 W Fallbrook Ave, STE 104 Supervisors of the County of Fresno
6 Fresno, CA 93711
Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
Abbas Kazmi,Vice President of Finance
9
By:
10 Deputy
11 For accounting use only:
12 Org No.: 31114000
Account No.: 7220
13 Fund No.: 0001
Subclass No.: 10000
14
15 Bermudez
Noe
16
17
18
19
20
21
22
23
24
25
26
27
28
16
Exhibit A
1 Scope of Services
2 A. Contractor shall provide all required labor and material to perform all work
3 outlined in the Maintenance Service Plan described in this Exhibit A. Contractor shall provide all
4 testing and verification of systems and equipment to meet the requirements of all regulatory
5 agencies. Contractor shall provide fire and life safety, security, MATV and pneumatic systems
6 maintenance, repairs, and service, to keep the systems and equipment listed in this Exhibit A
7 functioning and operational. Unless a service is specifically described as an Additional Service,
8 as defined in Section O of this Exhibit A, all services described in this Exhibit A are included in
9 the Base Cost listed in Exhibit B.
10 B. Contractor shall provide 24-hour service, maintenance and repair, as described
11 in sections (C) and (D) of this Exhibit A, upon County's request to address Critical Malfunctions
12 in the specified systems indicated below. A "Critical Malfunction" is defined as a malfunction
13 which renders inoperative any part of the security system deemed to be responsible for
14 maintaining security or safety within any area of the County that Contractor is servicing pursuant
15 to this Agreement. The affected systems, which if impacted or are non-operational will result in a
16 Critical Malfunction, include, but are not limited to, the following:
17 a. C.C.T.V.
18 i. Any camera or monitor providing primary surveillance to any area of a
19 facility. (Example: Sallyport Cameras)
20 b. Housinq Intercom System
21 i. Any intercom component providing primary voice communications to a
22 remotely operated door orarea,with no adjacent redundancy. (Example:
23 staff entrance)
24 ii. Any intercom component providing primary voice communication to and
25 from any inmate holding cell or area that is isolated or locked. (Example:
26 Administrative Segregation cells).
27 c. Guard Security to Housing Intercoms
28
A-1
Exhibit A
1 i. A critical malfunction is deemed to occur when intercom component
2 providing primary voice communication to and from any inmate area
3 that is isolated or locked is out of service (Example: Administrative
4 Segregation cells).
5 d. Integrated Security and Fire Alarm System
6 i. Any panic alarm malfunction.
7 ii. Any door alarm malfunction.
8 iii. Any fire alarm malfunction.
9 iv. Any door control system malfunction.
10 e. Control Console Graphic Display
11 i. Any malfunction rendering inoperable fire zone status.
12 ii. Any malfunction rendering inoperable remotely operated door status
13 information.
14 f. Administrative Intercom System
15 i. All components providing communication to and from a fixed staff post.
16 (Example: Tunnel Security Station)
17 g. Central Processing Unit ("CPU") failures of:
18 i. CPU in door control, Fire Alarm Panel & NVR's.
19 h. Any Uninterruptible Power Supply ("UPS") failure
20 i. Metal Detectors
21 i. Repair upon request malfunctions to any and all facility metal detectors
22 and calibration as needed. Metal detectors are located in each of the
23 detention facility lobbies, booking area and on all housing floors.
24 C. Contractor agrees to respond to Critical Malfunctions as follows:
25 a. Provide a 24-hour number for reporting malfunctions.
26 b. Monday through Friday between 8:00 a.m. and 5:00 p.m., respond within
27 15 minutes by phone and 45 minutes on site, from the time the 24-hour
28 number is notified of the malfunction.
A-2
Exhibit A
1 c. On all other days or times respond within 30 minutes by phone and within
2 one (1) hour on site, from the time the 24-hour number is notified of the
3 malfunction.
4 d. Complete the repairs, replacements, and maintenance, and make the
5 critical equipment and systems operational, within four (4) hours of when
6 Contractor begins work.
7 D. In regard to Critical Malfunctions, Contractor shall maintain, repair, and purchase
8 parts on demand for malfunctioning critical equipment and systems.
9 E. Contractor shall provide routine repair for Non-Critical Malfunctions in specified
10 systems indicated below. A "Non-Critical Malfunction" is defined as "A malfunction of equipment
11 which in and of itself does not render inoperative any other part of the security system and
12 which is not, in the sole discretion of the Jail Medical Services Bureau Commander and/or his or
13 her designee, a threat to security or safety in the facilities or otherwise a Critical Malfunction."
14 Those affected systems are as follows:
15 a. Closed Circuit Television (C.C.T.V.)
16 i. Any camera or monitor providing redundant surveillance to any area of
17 the facility. (Example: Gym Cameras)
18 b. Housing Intercom System
19 i. All functions of the housing paging system.
20 ii. All functions of the housing program system.
21 iii. Any intercom component providing secondary voice communication to
22 any area of the facility.
23 c. Floor Security Station to Individual Housinq Intercoms
24 i. When less than three (3) of six (6) intercoms are simultaneously
25 malfunctioning on any one housing floor.
26 d. Master Paging and Program System
27 i. All functions of this system.
28 e. M.A.T.V. (Master Antenna Television)
A-3
Exhibit A
1 i. All functions of this system
2 f. Pneumatic Tube System
3 i. All components of this system considered non-critical malfunctions
4 when inoperative.
5 F. Contractor shall have a ready and accessible inventory of spare parts necessary
6 to repair or replace malfunctioning equipment and make operable Non-Critical Malfunctions
7 within ten (10) working days of receipt of written notification from County. Contractor shall
8 provide County a list of spare parts that it maintains and which are necessary to maintain Non-
9 Critical Malfunctions according to this standard. During the term of this Agreement, County,
10 through the Jail Medical Services Bureau Commander and/or his or her designee, has the right
11 to require Contractor to add items to the spare parts inventory as may be necessary to satisfy
12 performance standards.
13 G. County, through its Jail Medical Services Bureau Commander and/or his
14 designee, shall have sole discretion to determine whether any malfunction or failure of the
15 system or underlying equipment is a Critical Malfunction or a Non-Critical Malfunction, and
16 Contractor shall accept the reasonable determination of the Jail Medical Services Bureau
17 Commander and/or his designee, regarding the nature of the malfunction and treat the
18 malfunction accordingly.
19 H. The integrity of the Pneumatic Tube System will be examined in its entirety on a
20 quarterly, i.e. at least every three (3) months, basis. Preventive Maintenance adjustment action
21 will be implemented to the following major systems components, and repairs will be initiated,
22 where warranted:
23 a. Blower Package
24 i. Turbine and associated controls.
25 ii. Operation of control board and examination of power and control relays.
26 iii. Operation of printed circuit board.
27 iv. Tightness of hardware.
28 b. Diverter
A-4
Exhibit A
1 i. Motor drive units and controls.
2 ii. All sensors associated with positioning and carrier passage.
3 iii. Operation of the P.C. Board.
4 iv. Cleaning of the diverter.
5 v. All necessary mechanical and electronic alignments.
6 c. Stations
7 i. Motor drive units and controls.
8 ii. All sensors associated with each slidegate/dispatcher and carrier
9 detection.
10 iii. Operation of the P.C. Board and Display.
11 iv. Tightness of the drive.
12 v. Tightness of all hardware.
13 vi. All necessary mechanical and electronic requirements.
14 d. Carriers
15 i. Examine the integrity of each carrier for structural preservation.
16 ii. Replace as required.
17 e. Computer
18 i. Check all pertinent operational functions.
19 ii. Examine each printed circuit board for operational integrity.
20 iii. Clean unit to eliminate the buildup of debris.
21 I. Contractor shall provide to the Jail Services Sergeant a report each month which
22 shall include a description of all work performed, status of parts inventory, detail on after hours
23 calls, status of preventative maintenance schedule, copies of all written communications,
24 meeting minutes and any recommendations Contractor may have. The Jail Medical Services
25 Bureau Commander and/or his designee may request, and Contractor shall provide, additional
26 information to be provided in reports delineated in this paragraph.
27 J. Contractor shall provide preventative maintenance as follows:
28
A-5
Exhibit A
1 a. SERVICE AVAILABILITY: Contractor shall provide maintenance coverage as
2 defined herein and satisfy the Maintenance Service Plan as described in this
3 Exhibit A.
4 b. STAFF QUALIFICATIONS: Contractor certifies that the staff Contractor assigns are
5 technically competent and qualified to perform the work controlled or provided
6 pursuant to this Agreement. County may request and shall receive a replacement
7 Service Technician within five (5) days if County has concerns with the technical
8 qualifications of any Service Technician Contractor has assigned.
9 c. REQUEST FOR SERVICE: Access to maintenance support must be through a
10 continuously staffed (toll free 24/7) dispatch telephone number. All calls to the dispatch
11 number shall be answered by a human being. Contractor warrants that County's calls
12 to the dispatch telephone number shall not be met by a busy signal or an answering
13 machine/non-human being, and that hold time on a call to dispatch will average 30
14 seconds or less. County may consider alternative methods of contact and/or dispatch
15 related communications, as provided by Contractor. However, those methods must be
16 approved by County in writing, through the Sheriff or her/his designee.
17 d. RESPONSE TO SERVICE REQUEST: Contractor's Service Technician must be on-
18 site to begin maintenance service on repair action within two (2) hours from the time
19 County receives a dispatch received notification. This shall not affect the time
20 limitations discussed in Sections (C) and (D) of this Exhibit A, with respect to Critical
21 Malfunctions.
22 e. ESCALATION PROCEDURE: The escalation procedure shall have three levels. The
23 escalation procedure shall commence at level 1 and move through level 3. The timing
24 between escalation levels is at County's sole discretion, to be determined by Jail
25 Medical Services Bureau Commander and/or his designee. County shall inform
26 Contractor's personnel reviewing the problem of their intention to escalate to the next
27 level.
28 i.Level1
A-6
Exhibit A
1 1. On duty Sergeant or Lieutenant makes notification to on
2 duty Technician to address problem.
3 2. On duty Sergeant or Lieutenant makes notification to after-
4 hours Technician or Emergency Dispatch (559) 276- 2600
5 to address problem.
6 ii. b. Level 2
7 1. On duty Sergeant or Lieutenant notifies Contractor's
8 Senior Technician of the failure to resolve problem and
9 delay of service restoration.
10 iii. c. Level 3
11 1. On duty Sergeant or Lieutenant notifies Contract
12 Administrator of failure to resolve problem and delay of
13 service restoration.
14 iv.Response
15 1. Once Contractor's service personnel become aware of a potential delay in service
16 restoration, Contractor shall take the following steps:
17 a. Contractor shall inform the Jail Services Sergeant of proposed
18 corrective plan of action.
19 b. The Jail Medical Services Bureau Commander and/or his designee and the Contractor
20 will mutually agree on corrective action to be taken.
21 c. Contractor will utilize all means at its disposal to remedy all disruptions in service locally.
22 d. When necessary, Contractor will enlist the assistance of all local, district, or corporate
23 engineering and technical support personnel to resolve and minimize any delays or
24 disruptions in service restoration.
25 2. If it is determined that parts, components, or software are unavailable locally, Contractor
26 will inform the County of the estimated time to complete repairs and use all means
27 available to secure the parts.
28
A-7
Exhibit A
1 f. PROBLEM DETERMINATION: In response to a request for assistance, if Contractor
2 determines that the source or cause of the outage is not in the equipment covered under
3 this Agreement, or if multiple causes are possible, Contractor must work with and assist
4 County Support Staff to achieve a problem resolution. County requires Contractor, in a
5 problem management process, to communicate what the appropriate contacts are on a
6 timely basis and undertake reasonable action steps to achieve problem resolution, even
7 if the responsibility for the final corrective action is with another party.
8 g. PARTS SPECIFICATION: All parts supplied must be new replacement parts or, if new
9 replacement parts are no longer manufactured, refurbished parts will be supplied.
10 Contractor must supply parts, which match the Engineering Change ("EC") level of the
11 failed machine, as released by the equipment manufacturer, as this is essential for
12 optimum machine performance and reliability.
13 h. PARTS AVAILABILITY: Contractor will purchase parts on demand.
14 i. ENGINEERING CHANGES (EC): Contractor must monitor and initiate actions to ensure
15 that all EC's provided under this Agreement are fitted as released by the manufacturer.
16 Contractor shall coordinate the work through Jail Services Sergeant. Contractor shall
17 manage all specs of applying EC's, including aspects such as software upgrades and
18 microcode changes. Contractor guarantees recertification of the equipment by the
19 manufacturer.
20 j. PREVENTATIVE MAINTENANCE: Contractor, through the coordination of its Senior
21 Service Technician, must perform preventive maintenance on the equipment as
22 recommended by the manufacturer and according to manufacturing specifications and/or
23 recommendations. The schedule for this service will be coordinated with COUNTY,
24 through the Jail Services Sergeant.
25 X. PREDICTIVE MAINTENANCE: Contractor must work with County to establish
26 performance criteria for the equipment and implement a schedule of performance and
27 quality checks. When a potential problem is identified, Contractor will schedule the
28
A-8
Exhibit A
1 appropriate corrective maintenance with the Jail Services Sergeant and perform the
2 work as planned.
3 A. EQUIPMENT MANUFACTURER RECERTIFICATION:
4 Whenever manufacturer recertification is necessary, Contractor guarantees and will
5 ensure recertification of all equipment Contractor is providing or is maintaining and that such
6 recertification will be provided in writing, by the original equipment manufacturer, all at
7 Contractor's sole and completed expense. Contractor promises and will ensure that
8 maintenance Contractor provides will not result in the manufacturer canceling warranties or
9 support, when applicable, in relation to any of the equipment or software provided or
10 maintained, pursuant to this Agreement. If, due to recertification, the manufacturer of the
11 equipment requires onsite supervision or labor to maintain said certification, that labor, if billed
12 to Contractor by a manufacturer, will be paid by County, upon the written approval of the Jail
13 Medical Services Bureau Commander and/or his designee, which approval shall be provided
14 prior to the incurrence of any such billed labor; such payment shall be covered by the Additional
15 Services allotment.
16 xiv. ADDED VALUE SUPPORT: Contractor shall provide active support to enhance
17 the reliability and availability of the services it shall deliver under this Agreement. Contractor
18 must utilize state-of-the-art technology and systems management practices to monitor
19 equipment.
20 K. Contractor's Senior Technician shall provide an updated list of all work performed
21 by Contractor to County's Jail Services Sergeant on a regular basis, but at least on the first day
22 of each new calendar month, or the first business day after.
23 L. Contractor will maintain, repair, and replace parts on the systems and equipment
24 listed in this Section 11, to keep them functional and operational as designed and as
25 necessary, until such time as Contractor and the Jail Medical Services Bureau Commander
26 and/or his designee, determines that they need to be replaced. At the time the foregoing
27 equipment and systems are set to be replaced, the Contractor will send an invoice to Jail
28 Medical Services Bureau Commander and/or his designee, may approve the purchase and
A-9
Exhibit A
1 replacement of equipment and systems as part of this Agreement's Additional Services,
2 described in Section O of this Exhibit A. Contractor will provide maintenance, preventative
3 maintenance, and repairs, for the foregoing equipment and systems, as delineated in this
4 Section 11, if and when such are installed and/or replaced, under the terms and conditions of
5 this Agreement. If this Agreement does not specifically discuss the maintenance, preventative
6 maintenance, or repairs of such equipment and systems listed in this Section 11, the Contractor
7 will provide such in the manner reasonably requested by the Jail Medical Services Bureau
8 Commander and/or his designee. The systems and equipment are as follows:
9 a. Cell control 4100U with live backup
10 b. The NCC, node 4 of cell control.
11 c. Satellite Jail system. Any new installation will include 50pt Desiga
12 d. Main Jail Pneumatic tube system, with a properly sized blower
13 e. Admin Building TFX system. Replacement to include Desiga
14 f. Dukane Intercoms with IDEC, Jensen and other 3rd party controls
15 (replacement will depend upon size).
16 g. UPS system for cell control
17 h. Character Message Generator
18 M. If replacement parts are needed for systems and/or equipment to keep them
19 functioning and operational, but such replacement parts are no longer available, Contractor
20 shall make every effort to repair systems or equipment by dedicating an additional sixteen (16)
21 technician hours and one (1) eight (8) hour subcontractor visit to repair or maintain the system
22 or equipment. Contractor shall provide the additional sixteen (16) technician hours and one (1)
23 eight (8) hour subcontractor visit once a year for each piece of existing system or equipment. If
24 the system or equipment cannot be repaired after the once per year sixteen (16) technician
25 hours and one (1) eight (8) hour subcontractor visit, or if Contractor has within prior twelve (12)
26 months provided the sixteen (16) technician hours and one (1) eight (8) hour subcontractor visit
27 for that equipment or system, Contractor will either provide a quote to the County for the cost of
28 continued repairs, or an alternate solution or replacement. Jail Medical Services Bureau
A-10
Exhibit A
1 Commander and/or his designee, may consent to and agree to said repairs or
2 solution/replacement in writing. Any payment for repairs, solutions, or replacements, as
3 provided for in this paragraph, may be paid, upon written approval of the Jail Medical Services
4 Bureau Commander and/or his designee, and will account for a portion of the annual Additional
5 Services allotment.
6 N. A Catastrophic Failure of An Entire System is defined a& as complete and total
7 failure of either an intercom system, fire alarm system, or door control system, in any of the Jail
8 Facilities. Contractor shall not be held responsible for the cost associated with repair or
9 replacement of items in the event of a Catastrophic Failure of An Entire System if the failure is
10 not or was not caused by, or a result of, the Contractor, its officers, contractors, agents, or
11 employees failure to provide services, repairs, or other work, as agreed within this Agreement,
12 as determined solely by County. Contractor shall be held responsible to the County for the
13 costs, expenses, fees, charges, and other monetary losses that are associated with all repairs
14 or replacements of items, in the event of a Catastrophic Failure of An Entire System, if such is,
15 in any way, caused by, or caused in part by, or a result of, the Contractor, its officers,
16 contractors, agents, or employees, failing to perform under this Agreement, as determined
17 solely by County.
18 O. ADDITIONAL SERVICES: Contractor may be required to perform services in
19 addition to those previously described in this Agreement ("Additional Services"), including, but
20 not limited to, the repair or replacement described in Subsection (M) of this Exhibit A. The Jail
21 Medical Services Bureau Commander and/or his designee is authorized to and must approve
22 any Additional Services in writing prior to the provision of such Additional Services.
23
24 MAINTENANCE SERVICE PLAN (ALL FACILITIES)
25 MAIN JAIL FACILITY
26
27 MONTHLY:
28 1. Lamp test and replacement;
A-11
Exhibit A
1 2. Intercom voltage check;
2 3. Visual inspection of Uninterruptable Power Supply (UPS) for door controls;
3 4. Functional inspection of CCTV systems;
4 5. Functional inspection of door cards.
5
6 QUARTERLY:
7 1. Check alarm status;
8 2. Visual inspection of Siemens Fire panels;
9 3. Check line integrity of Siemens Fire panels;
10 4. Test Siemens Fire panels back-up battery;
11 5. Verify operation of Siemens Fire panels trouble indicators;
12 6. Check Siemens Fire panels off-line mode;
13 7. Check alarm and trouble reporting at Siemens Fire panels;
14 8. Visual inspection of Siemens Fire panels System;
15 9. Test of Siemens Fire panel system functions;
16 10. Check UPS batteries for door controls;
17 11. Clean Paging system racks;
18 12. Visual inspection of fire phones;
19 13. Visual inspection of fire detectors;
20 14. Visual inspection of fire pull stations;
21 15. Visual inspection of duct detectors;
22 16. Check auxiliary Siemens Fire panels output controlled devices;
23 17. Check auxiliary Siemens Fire panels input controlled devices;
24 18. Clean and adjust Cameras;
25 19. Clean and adjust CCTV monitors;
26 20. Test and clean all digital video recorders (DVR's).
27 SEMI-ANNUAL:
28 1. Test operation and voice clarity of paging/fire phone system;
A-12
Exhibit A
1 2. Test Paging/fire phone call-up function;
2 3. Test and adjust MATV;
3 4. Test operation of panic/duress alarms;
4 5. Test all water flow switches;
5 6. Test all Tamper/OS & Y switches;
6 7. Test and calibrate all metal detectors.
7 ANNUAL:
8 1. Test automatic switch-over to Siemens Fire panels degraded mode;
9 2. Verify operation of each audio speaker;
10 3. Inspect and test audio amplifiers;
11 4. Perform test of all Siemens Fire panels functions;
12 5. Test and clean each fire phone station;
13 6. Test and clean each fire detector;
14 7. Test and clean each fire pull station;
15 8. Verify operation of each horn, siren, or bell;
16 9. Test alarm contact points;
17 10. Check all CCTV connections;
18 11. Check CCTV mounts for stability;
19 12. Clean, test, and adjust all other devices;
20 13. Check auxiliary Siemens Fire panels output controlled devices;
21 14. Check auxiliary Siemens Fire panels input controlled devices;
22 15. Test elevator recall function;
23 16. Test fire curtains.
24 NORTH ANNEX JAIL FACILITY
25 MONTHLY:
26 1. Visual Inspection of CPU;
27 2. Lamp test and replacement;
28 3. Intercom voltage check;
A-13
Exhibit A
1 4. Clean VDT and Printers;
2 5. Functional inspection of CCTV systems;
3 6. Functional inspection of security and door controls.
4 BI-MONTHLY:
5 1. Test all water flow switches;
6 2. Test all temper/OS&Y switches.
7 QUARTERLY:
8 1. Clean CPU Racka;
9 2. Clean CPU;
10 3. Check Alarm status;
11 4. Visual inspection of 4100 panels;
12 5. Check line integrity of SECURITY EQUIPMENT;
13 6. MEASURE 4100 test points;
14 7. Verify control panel settings;
15 8. AUDIT CPU history;
16 9. Check fire system line integrity;
17 10. Verify operation of fire panel trouble indicator;
18 11. Test fire panel battery BACKUP;
19 12. Check fire system off-line mode;
20 13. Check alarm and TMUble reporting at 4100 panels;
21 14. Clean paging system racks;
22 15. VISUAL inspection of fire phones;
23 16. VISUAL inspection of fire alarm detectors;
24 17. VISUAL inspection of fire alarm pull stations;
25 18. VISUAL inspection of DUCT detectors;
26 19. Check AUXILIARY OUTPUT controlled devices;
27 20. Check AUXILIARY input-controlled devices;
28 21. Clean cameras;
A-14
Exhibit A
1 22. ADJUST cameras if necessary;
2 23. Clean and ADJUST CCTV monitors;
3 24. Clean and test security controls;
4 25. Test and clean digital video recorders (DVR's);
5 26. North Jail court holding; check intercoms, door controls and interview phones.
6 SEMI-ANNUAL:
7 1. Test operation and voice clarity of paging/fire phone system;
8 2. Test paging/fire phone call-up function;
9 3. Test and adjust MATV systems;
10 4. Test operation of PANIC/DURESS alarms;
11 5. Test all water flow switches;
12 6. Test all Tamper/OS & Y Switches;
13 7. Test and calibrate metal detectors.
14 ANNUAL:
15 1. Test automatic switch-over to fire control panel degraded mode;
16 2. Verify operation of each audio speaker;
17 3. Inspect and test AUDIO amplifiers;
18 4. Perform test of all fire panel functions;
19 5. Test and clean each fire phone station;
20 6. Test and clean each smoke Detector;
21 7. Test and clean each fire PULL station;
22 8. Verify operation of each horn, siren, doorbell;
23 9. Test alarm contact points;
24 10. Check all CCTV connections;
25 11. Check CCTV mounts for stability;
26 12. Clean, test, and adjust all other related devices;
27 13. Test elevator recall function.
28 SOUTH ANNEX JAIL FACILITY
A-15
Exhibit A
1 MONTHLY:
2 1. Visual inspection of CPU;
3 2. Lamp test and replacement;
4 3. Intercom voltage check;
5 4. Visual inspection of UPS for door controls;
6 5. Clean VDT;
7 6. Functional inspection of CCTV systems;
8 7. Functional inspection of security and door controls.
9 QUARTERLY:
10 1. Clean CPU racks;
11 2. Clean CPU;
12 3. Check Alarm status;
13 4. Visual inspection of 4100 panel;
14 5. Check line integrity of PLC'S;
15 6. Measure 4100 test points;
16 7. Verify control panel settings;
17 8. Check fire system history log;
18 9. Check fire system integrity;
19 10. Test fire panel backup batteries;
20 11. Verify operation of fire panel trouble indicator;
21 12. Check fire system off-line mode;
22 13. Check alarm and trouble reporting on 4100 panel;
23 14. Check UPS batteries;
24 15. Clean paging system racks;
25 16. Visual inspection of fire detectors;
26 17. Visual inspection of fire alarm pull stations;
27 18. Check auxiliary output-controlled devices;
28 19. Check auxiliary input-controlled devices;
A-16
Exhibit A
1 20. Clean and adjust cameras;
2 21. Clean and adjust CCTV monitors;
3 22. Clean and test door security controls;
4 23. Test and clean all digital video recorders (DVR's).
5 SEMI-ANNUAL:
6 1. Test operation and voice clarity of paging system;
7 2. Test and adjust MATV systems;
8 3. Test operation of panic/duress alarms;
9 4. Test all water flow switches;
10 5. Test all Tamper/OS &Y Switches;
11 6. Test and calibrate all metal detectors.
12 ANNUAL:
13 1. Test automatic switch-over to fire control panel degraded mode;
14 2. Verify operation of each audio speaker;
15 3. Inspect and test audio amplifiers;
16 4. Perform test of all fire panel functions Test and clean each fire phone station;
17 5. Test and clean each fire phone station;
18 6. Test and clean each smoke detector;
19 7. Test and clean each fire pull station;
20 8. Verify operation of each horn, siren, doorbell;
21 9. Test alarm contact points;
22 10. Check all CCTV connections;
23 11. Check CCTV mounts for stability;
24 12. Clean, test, and adjust all other related devices;
25 13. Test fire curtains.
26 SATELLITE JAIL FACILITY
27 MONTHLY:
28 1. Visual inspection of fire control panel;
A-17
Exhibit A
1 2. Lamp test and replacement.
2 QUARTERLY:
3 1. Check line integrity of fire alarm control panel;
4 2. Measure fire alarm control panel test points;
5 3. Test fire panel battery back-up;
6 4. Verify operation of fire panel trouble indicators;
7 5. Check fire system off-line mode;
8 6. Check alarm and trouble reporting;
9 7. Visual inspection of smoke and heat detectors;
10 8. Visual inspection of manual pull stations;
11 9. Check auxiliary output-controlled devices;
12 10. Check auxiliary input-controlled devices.
13 SEMI-ANNUAL:
14 1. Test all water flow switches;
15 ANNUAL:
16 1. Perform test of all fire panel functions;
17 2. Test each smoke detector;
18 3. Test and clean each manual pull station;
19 4. Verify operation of each horn, siren or bell Clean, test and adjust all other related
20 devices.
21 SHERIFF'S OFFICE ADMINISTRATION BUILDING
22 Provide a monthly, bimonthly, quarterly, and annual service plan for the Sheriffs
23 Administration Building Main Fire Alarm System, the Sheriffs Administration Building Elevator
24 Recall Fire Alarm, and the Sheriffs Administration Building Halon System - Dispatch Area
25 comparable to that provided to the other three facilities.
26 WEST ANNEX JAIL
27 This Exhibit will be amended before services are needed at this facility.
28
A-18
Exhibit B
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B.
5 Monthly Base Cost for Each Facility:
6 Main Jail - 1225 "M" Street, Fresno, CA 93721 - $14,912.41
7 South Annex Jail - 2280 Fresno Street, Fresno, CA 93721 - $9,539.13
8 North Annex Jail - 1265 "M" Street, Fresno, CA 93721 - $10,971.62
9 Satellite Jail - 110 "M" Street, Fresno, CA 93721 - $473.81
10 Sheriffs Admin - 2200 Fresno Street, Fresno, CA 93721 - $1,418.03
11 Monthly-Total - $37,315.00
12
13 Annual Total Cost for Each Facility:
14 Main Jail - 1225 "M" Street, Fresno, CA 93721 - $178,948.92
15 South Annex Jail - 2280 Fresno Street, Fresno, CA 93721 - $114,469.56
16 North Annex Jail - 1265 "M" Street, Fresno, CA 93721 - $131,659.44
17 Satellite Jail - 110 "M" Street, Fresno, CA 93721 - $5,685.72
18 Sheriffs Admin - 2200 Fresno Street, Fresno, CA 93721 - $17,016.36
19 Annual Total - $447,780.00
20
21 Total Cost for 3 Year Period:
22 Main Jail - 1225 "M" Street, Fresno, CA 93721 - $536,846.76
23 South Annex Jail - 2280 Fresno Street, Fresno, CA 93721 - $343,408.68
24 North Annex Jail - 1265 "M" Street, Fresno, CA 93721 - $394,978.32
25 Satellite Jail - 110 "M" Street, Fresno, CA 93721 - $17,057.16
26 Sheriffs Admin - 2200 Fresno Street, Fresno, CA 93721 - $51,049.08
27 Three Year Total - $1,343,340.00
28
B-1
Exhibit B
1 The Base Price for each facility includes:
2 •All technician personal are compensated in accordance with the prevailing wage
3 requirements for Fresno County.
4 • One full time on-site service technician Monday through Friday 8:00 AM - 5:00 PM.
5 • Service technician support includes 1 fulltime technician and additional technical
6 support.
7 • Equipment to be maintained and repaired under this Agreement includes:
8 . Fire Alarm components
9 • C.C.T.V.
10 . Housing Intercom System
11 . Guard Security to Housing Intercoms
12 . Integrated Security and Fire Alarm systems
13 . Control Console Graphic Display
14 . Administrative Intercom System
15 Master Paging and Program System
16 Central Processing Unit
17 • M.A.T.V. (Master Antenna television) and
18
• Pneumatic Tube System
19
•Additional technical support— Contractor shall supply additional service technicians to
20
assist with each test and inspection.
21
• Contractor shall provide site-familiar service technicians on an on-call basis for all after
22
hours, holidays, and weekend emergency calls 24/7. Eighty (80) Hours of emergency
23
overtime are included in the Base Cost of this Agreement.
24
• Project Management/Client Service Management support is included.
25
• Limited parts and components support are included in the Base Cost of this Agreement
26 (Lump Sum of$45,000.00/Annually to be used as needed.)
27
28
B-2
Exhibit C
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 C
(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 § 5233 (a)
(5) Authorized Signature
Signature: Date:
C-2
Exhibit D
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.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
(G)Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
D-1
Exhibit D
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under this
Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely disclose data
breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment card
liabilities and costs; (ix) infringement of intellectual property, including but not limited to
infringement of copyright, trademark, and trade dress; (x) invasion of privacy, including
release of private information; (xi) information theft; (xii) damage to or destruction or
alteration of electronic information; (xiii) cyber extortion; (xiv) extortion related to the
Contractor's obligations under this Agreement regarding electronic information, including
Personal Information; (xv) fraudulent instruction; (xvi) funds transfer fraud; (xvii)
telephone fraud; (xviii) network security; (xix) data breach response costs, including
Security Breach response costs; (xx) regulatory fines and penalties related to the
Contractor's obligations under this Agreement regarding electronic information, including
Personal Information; and (xxi) credit monitoring expenses.
If the Contractor is a governmental entity, it may satisfy the policy requirements above through a
program of self-insurance, including an insurance pooling arrangement or joint exercise of
powers agreement.
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.
(i i) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
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
D-2
Exhibit D
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.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(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) Reserved.
(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
D-3
Exhibit D
charges against any amounts owed by the County to the Contractor under this
Agreement.
(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-4