HomeMy WebLinkAbout11 - On-Call Security and Fire Monitoring ServicesCITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. 11
November 12, 2008
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Utilities Department
George Murdoch, Utilities Operations Manger
644 -3401 or gmurdoch(a)citV.newport- beach.ca.us
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH ADT SECURITY
SERVICES, INC. (ADT) FOR ON -CALL SECURITY AND FIRE
MONITORING, MAINTENANCE AND INSTALLATION SERVICES
RECOMMENDATION:
Approve Professional Services Agreement with ADT Security Systems, Inc. for on -call
security and fire monitoring, maintenance and installation services and authorize the
Mayor and City Clerk to execute the Agreement.
DISCUSSION:
Background:
On -call agreements allow staff to retain specialized services that are required for
various maintenance and repair of utility systems immediately. Vendors involved in on-
call agreements have met the City's requirements for insurance and qualifications prior
to entering into an agreement. The vendor will submit a letter proposal for all work prior
to any work starting. Emergency repairs are handled by an understanding and agreed
upon hourly rate.
The Utilities Department has a need for on -call service for security and fire monitoring,
maintenance and repair. Due to the nature of water system security, it is imperative that
vendors servicing these types of systems have the experience required.
Staff contacted several companies, including ADT that provide this type of service. ADT
is the most qualified and cost effective company. Therefore, Utilities would like to
include ADT as one of the City's on -call contractors for security and fire monitoring,
maintenance and repair.
ADT Security Systems, Inc.
— Approval Professional Services Agreement
November 12, 2008
Page 2
ADT Security Systems, Inc. founded in 1874, has evolved from a burglar alarm
company to a corporation that strives to provide business solutions. These systems
include a wide variety, such as access control products, fire safety and life safety
products to cctv & video surveillance and intrusion detection and control systems.
Environmental Review:
This action requires no environmental review, as it is not a project pursuant to CEQA.
Funding Availability:
Funding is available in Water and Wastewater Division line items 5500 -8197 and 5600-
8197 respectively.
Expenditures more than $30,000 for an individual repair project will require a separate
City Council action in accordance with Policy F -14.
Prepared by:
"eoMurdoch, Utilities Manager
Submitted by:
Steve Myrter, Ut ities Director
Attachments: Agreement with ADT Security Systems, Inc.
PROFESSIONAL SERVICES AGREEMENT WITH
ADT SECURITY SERVICES, INC. FOR ON -CALL
SECURITY AND FIRE MONITORING, MAINTENANCE
AND INSTALLATION SERVICES
THIS AGREEMENT is made and entered into as of this 12th day of November,
2008, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation
( "City "), and ADT SECURITY SERVICES, INC., a DELAWARE corporation whose
address is 4161 East La Palma Avenue, Anaheim, California 92807 ( "Consultant'),
and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now
being conducted under the statutes of the State of California and the Charter of
City.
B. City has a need for on -call assistance for maintenance, repair, monitoring and
installation of security and fire systems at the Utilities facilities.
C. City desires to engage Consultant to perform on -call security and fire systems
maintenance, monitoring and installations services at the Utilities Yard on an as
need basis ( "Project').
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Consultant for purposes of Project shall be James J.
Simmons.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
Parties as follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 30"' day of June, 2013, unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED
Consultant shall provide "On -Call' security maintenance and installation services
as described in the Statement of Qualifications attached as Exhibit "A." Upon
verbal or written request from the Project Administrator, Consultant shall provide
a letter proposal for services requested by the City (hereinafter referred to as the
"Letter Proposal "). The Letter Proposal shall include the following:
A. A detailed description of the services to be provided;
B. The position of each person to be assigned to perform the services, and
the name of the individuals to be assigned, if available;
C. The estimated number of hours and cost to complete the services; and
D. The time needed to finish the specific project.
No services shall be provided until the Project Administrator has provided written
acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed to completion in a diligent and timely manner.
The failure by Consultant to perform the services in a diligent and timely manner
may result in termination of this Agreement by City.
Notwithstanding the foregoing, Consultant shall not be responsible for delays
due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.1 Consultant shall submit all requests for extensions of time for
performance in writing to the Project Administrator not later than ten (10)
calendar days after the start of the condition that purportedly causes a
delay. The Project Administrator shall review all such requests and may
grant reasonable time extensions for unforeseeable delays that are
beyond Consultant's control.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, by telephone, fax, hand - delivery or mail.
2
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the services on a time and expense not -to- exceed
basis, in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit "B" and incorporated herein by
reference.
No rate changes shall be made during the term of this Agreement without the prior
written approval of the City. Consultant's compensation for services performed in
accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as
approved by the Project Administrator. Any Letter Proposal that sets forth fees in
excess of Thirty Thousand Dollars and No Cents ($30,000.00) shall require a
separate Professional Service Agreement approved by per Council Policy F -14.
4.1 Consultant shall submit monthly invoices to City describing the work
performed the preceding month. Consultant's bills shall include the name
of the person and/or classification of employee who performed the work, a
brief description of the services performed and/or the specific task in the
letter proposal to which it relates, the date the services were performed,
the number of hours spent on all work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant
no later than thirty (30) days after approval of the monthly invoice by City
staff.
4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in the Letter Proposal. Unless otherwise approved,
such costs shall be limited and include nothing more than the following
costs incurred by Consultant:
A. The actual costs of subconsultants for performance of any of the
services that Consultant agrees to render pursuant to this
Agreement and the Letter Proposal, which have been approved in
advance by City and awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and/or other costs and/or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.3 Consultant shall not receive any compensation for Extra Work without the
prior written authorization of City. As used herein, "Extra Work" means
any work that is determined by City to be necessary for the proper
completion of the Project, but which is not included within the Letter
Proposal and which the parties did not reasonably anticipate would be
91
necessary. Compensation for any authorized Extra Work shall be paid in
accordance with the Schedule of Billing Rates set forth in Exhibit B.
5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of
the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated James Simmons
to be its Project Manager. Consultant shall not remove or reassign the Project
Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval
shall not be unreasonably withheld with respect to the removal or assignment of
non -key personnel.
Consultant, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Utilities Department. George
Murdoch shall be the Project Administrator and shall have the authority to act for
City under this Agreement. The Project Administrator or his /her authorized
representative shall represent City in all matters pertaining to the services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. Provide access to, and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Consultant's
work schedule.
B. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and
technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City. By
delivery of completed work, Consultant certifies that the work conforms to
the requirements of this Agreement and all applicable federal, state and
local laws and the professional standard of care.
8.2 Consultant represents and warrants to City that it has or shall obtain all
licenses, permits, qualifications, insurance and approvals of whatsoever
nature that are legally required of Consultant to practice its profession.
Consultant further represents and warrants to City that Consultant shall, at
its sole cost and expense, keep in effect or obtain at all times during the
term of this Agreement, any and all licenses, permits, insurance and other
approvals that are legally required of Consultant to practice its profession.
Consultant shall maintain a City of Newport Beach business license
during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Consultant's
work promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. HOLD HARMLESS
To the fullest extent permitted by law, Consultant shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents
and employees (collectively, the "Indemnified Parties ") from and against any and
all claims (including, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without
limitation, attorney's fees, disbursements and court costs) of every kind and
nature whatsoever (individually, a Claim; collectively, "Claims'), which may arise
from or in any manner relate directly to any work performed or services provided
under this Agreement including, defects in workmanship or materials or
Consultant's presence or activities conducted on the Project (including the
negligent and /or willful acts, errors and /or omissions of Consultant, its principals,
officers, agents, employees, vendors, suppliers, consultants, subcontractors,
anyone employed directly by any of them or for whose acts they may be liable or
any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
5
action on or to enforce the terms of this Agreement. This indemnity shall apply
to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by the Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the work are under the control of Consultant, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. Nothing in this Agreement shall be deemed to constitute approval
for Consultant or any of Consultant's employees or agents, to be the agents or
employees of City. Consultant shall have the responsibility for and control over
the means of performing the work, provided that Consultant is in compliance with
the terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Consultant as to the details of the performance or to
exercise a measure of control over Consultant shall mean only that Consultant
shall follow the desires of City with respect to the results of the services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or
interest in the work to be performed. City agrees to cooperate with the
Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and/or his/her
duly authorized designee informed on a regular basis regarding the status and
progress of the work, activities performed and planned, and any meetings that
have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of work. Consultant shall obtain, provide and maintain at its own expense during
O
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City's at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements.
1. Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance and Employers Liability
Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Consultant shall require each
subcontractor to similarly maintain Workers' Compensation
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's
employees. Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Consultant for City.
2. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
7
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
3. Automobile Liability Coverage. Consultant shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Consultant arising out of or in connection with
work to be performed under this Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not
less than one million dollars ($1,000,000) combined single limit for
each occurrence.
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
1. The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Consultant.
2. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Consultant's operations or services
provided to City. Any insurance maintained by City, including any
self- insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
3. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
4. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
5. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either
party except after thirty (30) calendar days (10 calendar days
written notice of non - payment of premium) written notice has been
received by City.
F. Tim" !Notice of Claims. Consultant shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Consultant's performance under this Agreement.
N
G. Additional Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Consultant, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy,
which shall result in changing the control of Consultant. Control means fifty
percent (50 %) or more of the voting power, or twenty-five percent (25 %) or more
of the assets of the corporation, partnership or joint- venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Consultant. Assignments of.any or all rights, duties or obligations of the
Consultant under this Agreement will be permitted only with the express written
consent of City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement without the written authorization of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents'), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and
City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon written request.
Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed documents
for other projects and any use of incomplete documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to
Consultant's deliverables under this Agreement by City or persons other than
Consultant is waived against Consultant and City assumes full responsibility for
9
such changes unless City has given Consultant prior notice and has received
from Consultant written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes the release of information.
19. RECORDS
Consultant shall keep records and invoices in connection with the work to be
performed under this Agreement. Consultant shall maintain complete and
accurate records with respect to the costs incurred under this Agreement and
any services, expenditures and disbursements charged to City, for a minimum
period of three (3) years, or for any longer period required by law, from the date
of final payment to Consultant to this Agreement. All such records shall be
clearly identifiable. Consultant shall allow a representative of City to examine,
audit and make transcripts or copies of such records during regular business
hours. Consultant shall allow inspection of all work, data, documents,
proceedings and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
20. WITHHOLDINGS
City may withhold payment of any disputed sums until satisfaction of the dispute
with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant
shall not discontinue work as a result of such withholding. Consultant shall have
an immediate right to appeal to the City Manager or his designee with respect to
such disputed sums. Consultant shall be entitled to receive interest on any
withheld sums at the rate of return that City earned on its investments during the
time period, from the date of withholding of any amounts found to have been
improperly withheld.
21. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what
would have resulted if there were not errors or omissions in the work
accomplished by Consultant, the additional design, construction and/or
restoration expense shall be borne by Consultant. Nothing in this paragraph is
intended to limit City's rights under any other sections of this Agreement.
10
22. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
23. CONFLICTS OF INTEREST
The Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such
persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this Agreement, and (2) prohibits such
persons from making, or participating in making, decisions that will foreseeably
financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for termination of
this Agreement by City. Consultant shall indemnify and hold harmless City for
any and all claims for damages resulting from Consultant's violation of this
Section.
24. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Consultant to City shall be addressed to City at:
George Murdoch
Utilities Department
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92658 -8915
Phone: 949- 644 -3011
Fax: 949 - 646 -5204
All notices, demands, requests or approvals from City to Consultant shall be
addressed to Consultant at:
James J. Simmons
ADT Security Services, Inc.
4161 East La Palma Avenue
Anaheim, CA 92807
Phone: 949 - 292 -7671
Fax: 949 - 586 -6122
11
25. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of
this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not
cured within a period of two (2) calendar days, or if more than two (2) calendar
days are reasonably required to cure the default and the defaulting party fails to
give adequate assurance of due performance within two (2) calendar days after
receipt of written notice of default, specifying the nature of such default and the
steps necessary to cure such default, the non - defaulting party may terminate the
Agreement forthwith by giving to the defaulting party written notice thereof.
Notwithstanding the above provision, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
seven (7) calendar days' prior written notice to Consultant. In the event of
termination under this Section, City shall pay Consultant for services
satisfactorily performed and costs incurred up to the effective date of termination
for which Consultant has not been previously paid. On the effective date of
termination, Consultant shall deliver to City all reports and other information
developed or accumulated in the performance of this Agreement, whether in
draft or final form.
26. COMPLIANCE WITH ALL LAWS
Consultant shall at its own cost and expense comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted.
In addition, all work prepared by Consultant shall conform to applicable City,
county, state and federal laws, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
27. WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the Parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
12
29. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement
and the Scope of Services or any other attachments attached hereto, the terms
of this Agreement shall govern.
30. AMENDMENTS
This Agreement may be modified or amended only by a written document
executed by both Consultant and City and approved as to form by the City
Attorney.
31. SEVERABiLITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
32. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction
which might otherwise apply.
33. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the County of Orange.
34. EQUAL OPPORTUNITY EMPLOYMENT
Consultant represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
13
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
By:
Aaron C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
LaVonne Harkless,
City Clerk
CITY OF NEWPORT BEACH
A Municipal Corporation
Edward D. Selich
Mayor
for the City of Newport Beach
CONSULTANT:
am
(Corporate Officer)
Print Name:
By:
(Financial Officer)
Print Name:
Attachments: Exhibit A — Statement of Qualifications
Exhibit B — Schedule of Billing Rates
EXHIBIT "A"
Service and Maintenance
Systems Proposal
Prepared for
The City of Newport Beach
Utilities Department
Rev. II
Thursday, October 30, 2008
Prepared By
James J Simmons
949 - 292 -7671
ACCOUNT MANAGER
ADT Security Services, Inc.
ADT Security Services, Inc. October 30, 2005
Introduction
We at ADT believe that our vast experience and history of leadership in the security services industry enables
us to provide the best products and services for our most valuable asset, our customers.
New Synergy
Since it's founding in 1874, the ADT Security Services name has been synonymous with quality and peace
of mind. ADT proudly serves more than one million customers including major financial institutions, high
security government clients, large retailers, and the majority of the Fortune 500. In human terms, ADT
helps protect more than twenty million people everyday.
ADT has evolved from a burglar alarm company to a Corporation that strives to provide business solutions
for your business problems. We value our customer partnerships that have been formulated and will
continue to strive and learn the fundamentals of your business. The better we understand your business, the
better we can offer solutions that encompass theentire management scope of your operations.
Brief History of ADT
In 1874, the American District Telegraph Company was founded in Baltimore and was WesrEilty
acquired by Western Union in 190 L American Telephone & Telegraph (AT &T) gained !JNlON
control of ADT and Western Union in 1909.
Sharing offices with Western Union, district telegraph companies derived their income from messenger
services. A multi - function call box could transmit a signal to the telegraph office with a service request
where a messenger was dispatched to summon the doctor, taxi, police, or fire service. The call box also
enabled watchmen to transmit a signal that all was well. Failure to transmit a signal on schedule caused
someone to be sent to find out why.
The burglar detection industry was spawned when ADT stretched a wire across a room and connected it to
the call box. If a burglar entered the premises, the line would be tripped and activate the call box; a process
commonly referred to, even today, as "tripping an alarm ". For the first time, a business could be protected
from burglars without the expense of a watchman.
During World War I concern over sabotage and espionage focused attention on ADT's burglar alarm
systems. Through their own efforts, ADT engineers developed new security devices that helped ADT s
business expand rapidly.
As the United States prepared for the Second World War, even greater attention was focused on security
devices for the protection of property and production capacity. As manpower availability became acute,
the need for automatic fire and burglar detection systems became more important. It was during this period
that ADT introduced automatic fire detection systems and ultrasonic burglar alarm detectors.
In 1956, ADT expanded into Canada, and Europe in 1959. In 1987, ADT was purchased by The Hawley
Group, Ltd. which has since been renamed ADT, Limited. In 1997, Tyco International acquired ADT as a
part of its Fire and Safety Services segment. ADT Security Services continues its tradition of "Pride In
Excellence" by providing the finest security technology and service at a fair price.
James J Simmons 949.292.7671
ADT Security Services, Inc.
Company Profile
Field Offices
October 30. 2005
Corporate Offices
ADT Security Services
1 Boca Place
2255 Glades Road
Suite 421
Boca Raton, FL 33431
Most major cities throughout North
America and Europe.
demarks: Focus, CentraScan, SignaLink,
merLink, Unibank, Safewatch, Unimode,
term, Telebreak, Telasound, Teletherm,
rsonics, Telaquick, Photo - Electronic,
rgy -Gard, CardGard, On- Track, and ADT.
James J Simmons 949292.7671
ADT Security Services, Inc.
Profile
October 30, 2008
ADT Security Services helps protect more than 20 million people in the United States, Canada, and Europe.
Security services are provided primarily through a network of Service Offices and Customer Monitoring
Centers where ADT responds to signals from fire and security systems. Systems may also be sold directly
to customers who arrange for their own response capability.
Of the company's approximately 10,000 employees, more than 5,000 are involved in installing, monitoring,
and maintaining alarm systems. ADT installs and maintains protection and access control systems that
safeguard life and property from a wide range of hazards. These include burglary, holdup, fire, duress and
other emergencies demanding swift, responsive action. In order to perform this task effectively, ADT
relies on its dedicated employees organized into specialized groups including:
ENGINEERING — This group of professionals maintain ADT's high level of technology by designing
systems to satisfy the most sophisticated requirements.
SERVICE — ADT's Service Technicians operating from more than 225 locations, insure the services
provided by ADT are professionally supported.
OPERATIONS — A network of Customer Service Centers, located strategically throughout North
America and Europe, are staffed by trained ADT employees who provide 24 hour system monitoring
and emergency response services.
MARKETING — ADT's experienced Marketing staff helps insure customer satisfaction by mandating
state -of- the -art equipment and cost - effective services as the company standard.
James J Simmons 949.292.7671
ADT Security Services, Inc.
ADT SECURITY SERVICES. INC.
FACT SHEET UPDATED AS OF NOVEMBER 2. 2007
October 30, 2005
Incorporated: Wihnringto n. Delaware (New Castle County) on October 20. 1988 under
the name of ADT Secudn° Systenns. tifid- South. Inc. which was changed
to ADT Secnnity Services. Inc. [See Former Names below]
Corporate Headquarters: One Tow Center Road. Boca Raton. FL 53486.1010
PO Boa 5035. Boca Raton. FL 33486 -5035
Phone: (561) 9SS -3600: Fax: (561) 9SS -3892
Description of Business: Provider of electronic security services since 1874
Taxpayer ID: 58- 1814162
North American Indust}' 561621 Security Alarm Systems -i sales. installation. monitoring
Classification System maintenance.
(` NAICS'�) * Replaces 561612 Security Guard/Patrol Services
"SIC":
D&B m:
19 -657 -8736
Customers:
More than 6.000.000 customers in North America.
Employees:
Approahuately 21.000 in the United States of America.
Former Names:
ADT Security Systems,'Miid South, Inc. name was changed to
ADT Security- Systems, Inc. on 6.109f 1995 - then name chauged to
ADT Security Services, Inc. on 12118:1996
The following represent some of the larger acquisitions andbr urergers
made by ADT:
* Sensonnatic Electronics Corporation (integration of sales and service
business effective 12731,01)
• Edison Select (merger effective 10/31/2001)
• SecuityLiuk, Inc. (merger effective 12121'2001)
• Holmes Protection Group. Inc. (merger effective 0312111999)
• Wells Fargo Alan Services. Inc. (merger effective 0211&:'1999)
• ADT Limited merged with Tyco International Ltd (07:02 119977)
• the Alen Centre. Inc. (merger effective 12,118/1996)
• ADT Security Systems. Mountain West. Inc..... Northeast. Inc.....
Southwest. Inc...- Mid- Soudn, Inc. (merger effective 06109/1995)
Ivey Officers: John B. Koch. President
Mark N. Edoff. Vice President
Jolm S. Jenkins. Jr- Secretary
Kevin MacKay. Treasurer
N. David Bleisch. Vice President and Assistant Secretary
1-
James J Simmons 949.292.7671
ADT Security Services, Inc.
Directors: Bruce Ran1o. Director
John B. Koch. Director
N. David Bleisch. Director
October 30, 20081
lusurance Compauy:
J, H.. 1\4arsh McClenwan
1166 Avenue of the Americas. New York. NY 101036
Bonding Company:
Willis of New York. Inc_ One World Financial Center. 200 Liberty
Street 6e` Floor. New York. NY 10281
Representative: Patricia O'Comnell: Telephone: 212-915 -8072: Fax: 212 -
519.5443
Boudhrg Limit: Siuele Project $100 .000.000 — Aggregate $275.000.000
Bonin Rating: .A --
Parent:
ADT General Holdings. Inc.
Incorporated in Delaware on 1L21/1989; D&B #: 618399778
Tax Payer ID #: 13- 3554684
Registered:.-gent:
C T Corporation System (nationwide)
Business Licenses:
A list of licenses held for a specific region is available upon request.
Professional Memberships:
National Fire Protection Association
National .Association of Security & Investigative Regulators
National Burglar and Fire Alarm Association
Security Industry Association
Central Station Alarm Association (CS-AA)
Address for Payment:
ADT Security services, Inc., Shared .Accounts Services. 14200 E.
Exposition Avenue, Aurora CO 80012
Stock:
ADT Security Services, Inc. is a wholly owned subsidiary of its ultiurate
"
indirect parent. Tyco International. Ltd.. a publicly held corporation
forued in Bermuda trading on the Benuuda. Londou and New York
Stock Exchanges. At record date August 9, 2005 there were
2.022.625.'36 and 2.009.867,009 shares of Tyco cormnou stock
outstaudiva. net of 4.152.563 and 12.864.837 shares owned by
subsidiaries. respectively (see SEC Form 10 -Q for quarter ended
08109i05).
Financial Statements:
Tvco International Ltd files consolidated financial statements for its
operations. Therefore. a separate financial statement is not available for
any of its subsidiaries.
o_
James J Simmons 949.292.7671
ADT Security Services, Inc.
Hourly Charge Rate Through June 30, 2013
Installation Labor Rates Normal Business Hours $90.00
Installation Rates Non- Standard / Off Business Hours $140.00
*Installation rates are charged at 4 hour minimums
unless otherwise stated.
Service Rate Normal Business Hours
Trip Charge $45.00
1" Half hour $120.00
Each additional 1.4 hour $35.00
Service Rate Non- Standard / Off Business Hours
Trip Charge $70.00
1" Half hour $180.00
Each additional 1.4 hour $55.00
October 30, 2008
James J Simmons 949.292.7671