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PS Sentry Control Systems; 2006AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND SENTRY CONTROL SYSTEMS FOR ONE YEAR MAINENANCE CONTRACT FOR SPECIFIED EQUIPMENT AT "A" STREET GARAGE This Agreement is made and entered into this 15th day of March, 2006, by and between the CITY OF SAN RAFAEL (hereinafter "CITY'), and SENTRY CONTROL SYSTEMS, (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CONTRACTOR is the sole supplier, installer and service provider of SkiData ticketing, entry/exit gates and pay stations for CITY's "A" Street and "C" Street public parking garages; and WHEREAS, the CONTRACTOR's warranty on the "A" Street garage equipment expired on December 31, 2005; and WHEREAS, it is the CITY's best interest to enter into a service agreement with CONTRACTOR to ensure timely, competent and cost effective repair and maintenance of all SkiData equipment in the "A" Street garage. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. EQUIPMENT. The term "Equipment" as used in this Agreement shall mean and include the following: a) 2 SkiData Entrance Columns b) 3 SkiData Exit Columns C) 2 SkiData pay -on -foot Machines d) 5 SkiData Barrier Gates e) 1 Toshiba Pay station with Coder, Key Board and Fee Display 0 1 Toshiba Server with Coder g) 1 Commend Intercom System with Telephone Interface 2. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Parking Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR N OA L to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Mike Brill is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 3. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: a. Monthly scheduled inspection, cleaning, lubricating and adjusting of Equipment. b. All service calls performed during normal working hours between 8:00am and 5:00pm, Monday through Friday. c. Provide at no cost to CITY, all parts required for repair or replacement as a result of normal wear and tear and all labor performed during normal working hours. d. Warranty all SkiData related PC's for three (3) years from the original date of purchase. 4. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: a. Provide CONTRACTOR or CONTRACTOR's agent access to Equipment during normal working hours for the purpose of providing the services described in paragraph 3, above. b. Provide CONTRACTOR or CONTRACTOR's agent access to Equipment outside of normal working hours after notice to and agreement of CITY. 5. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR One Thousand, Six Hundred, Thirty-five dollars and no cents ($1,635.00) per month. Additional services and additional parts not covered under the services of this contract shall be provided upon notice to and negotiation with CITY. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. Additionally, all non -covered services provided to CITY by CONTRACTOR shall be at the following rates: a. Regular service outside the service provided under the agreement (M -F, 8-5): $90.00 for first one-half hour and $90.00 per hour thereafter, billed in %Z hour increments of $45.00 b. Svstems Engineer Service (M -F, 8-5): $153.00 the first hours and $102.00 per hour Thereafter, billed in %2 hour increments of $51.00. c. Emergencv Services: Monday -Saturday, twice the regular service or systems engineer Rate with two hour minimum charge; Sunday and Holidays, two and %2 times the regular service or systems engineer rate with two hour minimum charge. 2 6. TERM OF AGREEMENT. The term of this Agreement shall be for one (1) year commencing on January 1, 2006 and ending on December 31, 2006. 7. TERMINATION. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 8. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 1:14WINKINWILD "110M Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 10. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 11. INSURANCE. A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, a comprehensive general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage and an automobile liability (owned, non -owned, and hired vehicles) insurance policy in the 3 minimum amount of one million ($1,000,000) dollars per occurrence. B. The insurance coverage required of the CONTRACTOR by section 11. A., shall also meet the following requirements: 1. The insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 2. The insurance policies shall be endorsed for contractual liability and personal injury. 3. The insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 4. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to City's Risk Manager. 5. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. C. CONTRACTOR shall provide CITY, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. D. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. 12. INDEMNIFICATION. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR'S officers, agents and employees in the performance of their duties and obligations under this Agreement. 13. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 14. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 15. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 16. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Mr. Dave Johnson Project Manager City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 415-485-5335 TO CONTRACTOR: Mr. Mike Brill Sentry Control Systems 9842 Glenoaks Boulevard Sun Valley, CA 91352-1046 800-246-6662 17. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 18. ENTIRE AGREEMENT -- AMENDMENTS. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to 5 the subject matter of this Agreement. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 19. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 20. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 21. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL x �J— i KEI`k HOFF,Interim Ci anager ATTEST: JtA'NM. LEON�,Ci� erk APPROVED O FORM: U GARY T. GGHIAN`TI, City Attorney 7 CONTRACTOR By Name: