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ASSURE 3 MAINTENANCE SERVICE CONTRACT
THIS ASSURE 3 MAINTENANCE SERVICE CONTRACT(the"Service Contract") is made
and entered into as of November 1,2014,by and between SENTRY CONTROL SYSTEMS,
INC.,a California corporation("Sentry"),whose address is 6611 Odessa Ave,Van Nuys,
California 91406 and The City of Rancho Palos Verdes,a California("Customer"), whose
address is 5970 Palos Verdes Drive,Rancho Palos Verdes,CA 90275
A. Sentry is engaged in the business of servicing and maintaining parking control and
building access systems and is willing to provide those services to Customer on the terms and
subject to the conditions set forth herein.
B. Customer desires to have Sentry furnish maintenance services on the parking control and
building access system equipment identified in Exhibit A,which is operated by RPV and located
at 5970 Palos Verdes Drive,Rancho Palos Verdes,CA 90275(the"Facility")
NOW,THEREFORE, in consideration of the mutual covenants and promises hereinafter set
forth,the parties hereto agree as follows.
1.Covered Maintenance Services
Sentry will furnish the maintenance services specified below on the parking control or building
access system equipment listed in Exhibit A operated by Customer at the Facility(the
"Equipment")and related software installed in the Equipment(the"Software").
ASSURE 3 maintenance services included in the Service Contract price ("Covered Services")
cover:
1. Monthly preventive maintenance including inspection,cleaning,lubricating and
adjustment of the Equipment as scheduled by Sentry during regular working hours of
8:00 a.m.to 5:00 p.m. on Monday through Friday, excluding public Holidays("Regular
Working Hours").
2. Unscheduled service calls for remedial maintenance performed in response to Customer's
request during Regular Working Hours.
3. Parts and labor required for repair or replacement of Equipment items in need of repair or
replacement as a result of normal wear and tear.
Sentry will make a reasonable effort to respond to an authorized request for an unscheduled
service call on the same day if the service call is placed before 11:00 a.m.on a regular working
day.Covered Services requested by Customer to be performed at times other than Regular
Working Hours will be provided at Sentry's then prevailing premium rates as set forth in the rate
schedule attached as Exhibit B,as modified from time to time during the term of this Service
Contract.
2.Non-Covered Services
ASSURE 3 v3.1 1 10-1-2014
ASSURE 3 maintenance services do not cover:
1. Repair or replacement of damaged or broken parts or items of Equipment that are
damaged or fail due to malicious, intentional or accidental acts, insect infestation, or acts
of nature.
2. Replacement of gate arms, inking ribbons,print heads,ticket retractors, locking
assemblies,cutter assemblies or sign faces or restocking of parking tickets.
3. Setting or changing the time or date of clocks or resetting counters.
4. Service calls to deal with the consequences of a power failure,removal or suspension of
primary power for any reason, failure of loop wire,or failure of interconnect wiring.
5. Installation or implementation of new Software releases issued by the manufacturers of
Equipment items.
6. Training of Customer's personnel responsible for operating the Equipment, system and
Software.
Sentry will provide the non-covered services,materials and consumable items listed above
("Non-Covered Services")on a time and materials basis. Maintenance requested by Customer for
Non-Covered Services will be available during Regular Working Hours at Sentry's then
prevailing standard rates as set forth in the rate schedule attached as Exhibit B,as modified from
time to time during the term of this Service Contract. Maintenance requested by Customer for
Non-Covered Services during other than Regular Working Hours will be provided at Sentry's
then prevailing premium rates as set forth in the rate schedule attached as Exhibit B,as modified
from time to time during the term of this Service Contract.
3.Trained Employees
Sentry will perform all services required by the terms of this Service Contract through trained
personnel employed and supervised by Sentry. Sentry agrees that each of its employees will be
properly qualified and will use reasonable care in the performance of his or her duties.
4.Contract Price and Payment
(a) Customer shall pay Sentry at the rate of$735 per month until October 31,2016
(Warranty Expires)after which customer shall pay Sentry at a rate of$1135.00 per month
until October 31,2018.
(b) The amount of the Contract Price specified in subparagraph(a)above shall be adjusted
annually to reflect any changes in the Consumer Price Index for All Urban Consumers,U.S.
City Average as published by the Bureau of Labor Statistics of the U.S. Department of Labor
(CPI-U)for the month within which the anniversary of the Commencement Date(defined
below)falls as compared with the CPI-U for the month within which the Commencement Date
of service falls. If Sentry determines that the CPI-U for any period during the term of this
Service Contract does not adequately reflect increases in prices and costs incurred by Sentry in
connection with its performance of Covered Services, Sentry may adjust the Contract Price by
an amount greater than the increase in the CPI-U for that period to adequately reflect those
price and cost increases.
ASSURE 3 v3.1 2 10-1-2014
ASSURE v3.1 7-1-2011 (c) In addition to the Contract Price, Customer shall pay Sentry
amounts billed for Covered Services performed during other than Regular Working Hours, as
specified in Section 1 above,and for Non-Covered Services specified in Section 2 above, including
reasonable charges for parts,materials, consumable items and Software releases included in Non-
Covered Services.
(d) Amounts due to Sentry will be billed to Customer on a monthly basis and will be due and
payable within 30 days after the date of the billing invoice. Monthly invoices will include the
monthly Contract Price billed in advance for Covered Services,plus charges for time and
materials for any Non-Covered Services. Customer shall pay when due all amounts billed
without deduction or setoff of any amounts owed or claimed to be owed by Sentry to Customer,
whether arising under this Service Contract or otherwise.
(e) In the event that any amounts due and payable under this Service Contract are not paid
when due,Customer will pay a late charge of$25.00 for each monthly invoice that includes a
past due balance. In addition to the administrative late charge,past due amounts will bear
interest at the rate of one-and-one half percent(1.5%)per month,or the maximum rate permitted
by applicable law,whichever is less, for the period commencing on the due date until the past
due amounts are paid in full.
5.Term of Contract
The initial term of this Service Contract shall commence on 11/1/2014(the"Commencement
Date")and shall continue in effect for a period of two(4)years until it expires on 10/31/2018
(the"Expiration Date"),unless terminated earlier in accordance with the provisions of this
Service Contract.At the Expiration Date,unless either party has given at least 30 days' written
notice of termination on the Expiration Date or the parties have entered into a new service
contract to be effective after the Expiration Date,this Service Contract shall continue in effect
for a three year period at a higher rate(initial warranty expired).Either party may terminate this
Service Contract at any time for any reason or for no reason by giving 30 days'written notice to
the other party.
6.Access to Facility
Sentry's employees and authorized representatives shall have access to Customer's Facility and
the Equipment during Regular Working Hours for the purpose of performing the Covered
Services and,at the request of Customer,Non-Covered Services. Customer also shall permit
Sentry's employees and authorized representatives access to the Facility and the Equipment
during other than Regular Working Hours for the purpose of performing Covered and
NonCovered Services requested by Customer. Sentry will contact City staff in advance of
maintenance calls and routine visits so staff can be present or know when services are being
completed.
7.Disclaimer of Warranties
ASSURE 3 v3.1 3 10-1-2014
Any warranties covering the Equipment, the Software and replacement parts installed by Sentry
at the Facility or otherwise delivered by Sentry to Customer at the Facility are provided solely
by the manufacturers thereof and are included in the marketing materials provided by the
manufacturers. Sentry is not authorized by the manufacturers of the Equipment, the Software
and replacement parts to make any other warranties on their behalf.The manufacturers'
warranties are in lieu of all other warranties,express or implied.
SENTRY DISCLAIMS ALL OTHER WARRANTIES,WHETHER EXPRESS,IMPLIED OR
STATUTORY,INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER
ACKNOWLEDGES AND AGREES THAT THERE ARE NO WARRANTIES OF ANY KIND
EXPRESS,IMPLIED,STATUTORY OR OTHERWISE,OTHER THAN THE
MANUFACTURERS' WARRANTIES REFERRED TO HEREIN.
S.Representations
(a) Sentry represents and warrants to Customer as follows: (i) Sentry is a corporation organized,
validly existing and in good standing under the laws of California and has the power and
authority to enter into and perform this Service Contract; and(ii) Sentry has taken all necessary
action to authorize the execution, delivery and performance of this Service Contract and has
executed and delivered this Service Contract.
(a)Customer represents and warrants to Sentry as follows: (i)Customer is a corporation or other
business entity organized,validly existing and in good standing under the laws of its jurisdiction
of organization and has the power and authority to enter into and perform this Service Contract;
and(i)Customer has taken all necessary action to authorize the execution, delivery and
performance of this Service Contract and has executed and delivered this Service Contract.
9. Limitation of Liability
In no event shall Sentry or its suppliers be liable to Customer or any third party for any
consequential, incidental, special,or exemplary damages arising out of or related to this Service
Contract,the Equipment,the Software or otherwise, including without limitation damages for
loss of profits,business interruption, loss of data,costs of procurement of substitute goods or
services,or for any claim or demand against Customer by any other party,even if Sentry has
been informed of or knows of the possibility of such damages. In no event will Sentry's
aggregate liability for any and all claims relating to this Service Agreement,the Equipment,the
Software,or otherwise, whether in contract,tort,or any other theory of liability,exceed the
amounts paid by Customer as the Contract Price under this Service Agreement during the
sixmonth period preceding the event giving rise to liability. Customer acknowledges that the
Contract Price and other amounts payable by Customer hereunder are based in part on these
limitations.
ASSURE 3 v3.1 4 10-1-2014
1110
10.Indemnification
(a) Customer shall indemnify and defend Sentry and its officers,directors,shareholders,
agents and employees("Sentry's Agents")and hold Sentry and Sentry's Agents harmless from
and against any and all claims,suits,causes of action,judgments,liabilities,damages,penalties,
losses,costs and expense(including reasonable attorneys' fees)(collectively"Claims") incurred
by reason of,or arising out of,Customer's negligent use or operation of the Equipment or
Software.The Claims covered by this indemnity include without limitation both personal injury
damages,whether physical or emotional,and property damages, as well as Claims relating to
the Customer's failure to comply with law and regulations applicable to the use or operation of
the
Equipment and Software. Customer's duties hereunder shall be owed to Sentry and Sentry's
Agents to the fullest extent permitted by law,except to the extent the injury or damage is caused
by Sentry's intentional or negligent act or omission.
(b) Sentry shall indemnify and defend Customer and its officers,directors,shareholders,
managers,members,agents and employees ("Customer's Agents")and hold Customer and
Customer's Agents harmless from and against any and all Claims incurred by reason of,or
arising out of, Sentry's intentional or negligent act or omission in connection with the
performance of maintenance services under this Service Contract.The Claims covered by this
indemnity include without limitation both personal injury damages,whether physical or
emotional,and property damages. Sentry's duties hereunder shall be owed to Customer and
Customer's Agents to the fullest extent permitted by law,except to the extent the injury or
damage is caused by the Customer's intentional or negligent act or omission.
(c) A party entitled to indemnification hereunder(the"Indemnified Party")shall give notice
to the party required to provide indemnification(the``Indemnifying Party")promptly after a
Claim arises and shall permit the Indemnifying Party to assume defense of the Claim at the
expense of the Indemnifying Party with counsel reasonably acceptable to the Indemnified Party.
The Indemnified Party may participate in the defense at its own expense.
11.Waiver of Unasserted Claims
Customer shall give prompt written notice to Sentry of any claim asserting that the maintenance
services performed by Sentry under this Service Contract were not performed in a satisfactory
manner. Customer's failure to so notify Sentry within 90 days after the performance of services
shall be deemed a waiver of any and all claims that the services were not performed in a
satisfactory manner acceptable to Customer. This limitation shall not apply to any Claims
covered by Sentry's indemnification obligations under paragraph(b)of Section 10 above.
ASSURE 3 v3.1 5 10-1-2014
1111
12.Force Majeure
Sentry shall not be responsible and shall have no liability for any failure or delay in the
performance of its service obligations under this Service Contract or its failure or delay in
delivering replacement parts,supplies, Software,or other Equipment items,if its failure or delay
is caused by an external event beyond its reasonable control, including without limitation war,
insurrection,acts of terrorism,or civil unrest; earthquake, fire,storm,flood or other natural
disaster; strikes or other labor disturbances;quarantines,epidemics or other public health
emergencies;or other similar events or conditions.
13.Termination
(a) Either party may terminate this Service Contract at any time upon 30 days'written
notice to the other party.
(b) Sentry may terminate this Service Contract immediately if Customer shall: (i)generally
not pay its debts as they become due or shall admit in writing its inability to pay its debts,or
shall make a general assignment for the benefit of creditors; or(ii)commence,or have instituted
against it,any proceeding seeking relief,reorganization or arrangement under bankruptcy laws;
or(iii)liquidate, dissolve or wind up its business.
14.Arbitration
The parties agree that any and all disputes and controversies that may arise between them under
this Service Contract will be determined exclusively by arbitration and not by a lawsuit or resort
to court process.Any such dispute or controversy shall be settled by arbitration administered by
the American Arbitration Association("AAA")in accordance with its Commercial Arbitration
Rules as then in effect. Sentry and Customer agree to submit to the jurisdiction of the
arbitrator(s)selected in accordance with those AAA rules. The arbitrator's award shall be final
and binding on both Sentry and Customer and judgment on the award rendered by the
arbitrator(s)may be entered in any California court having jurisdiction. The parties shall have
the right to conduct reasonable discovery in any arbitration under this Agreement,and to compel
the attendance of witnesses and the production of documents at the arbitration hearing,as well
as any other discovery allowed by the arbitrator(s).The cost of arbitration shall be borne by the
losing party.
15.Miscellaneous Provisions
(a) Applicable Law and Jurisdiction:This Service Contract shall be governed by and
construed under and in accordance with the laws of the State of California. Customer consents,
subject to Section 14 above,to the jurisdiction of the courts of the State of California and the
United States courts located in the State of California in connection with any lawsuit,action or
ASSURE 3 v3.1 6 10-1-2014
proceeding arising out of or related to this Service Contract.Customer acknowledges and agrees
that any litigation or arbitration between the parties may be conducted in the County of Los
Angeles or the County of San Diego.
(b) Parties Bound: This Service Contract shall be binding on and inure to the benefit of the
parties and their respective successors and assigns as permitted by this Service Contract.
(c) Legal Construction: In the event any one or more of the provisions contained in this
Service Contract shall for any reason be held invalid,illegal or unenforceable in any respect,
that invalidity,illegality,or unenforceability shall not affect any other provision.This Service
Contract shall be construed as if the invalid, illegal or unenforceable provision had never been
contained in it.
(d) Prior Contracts Superseded: This Service Contract constitutes the sole and exclusive
contract of the parties and supersedes any prior understandings or written or oral contracts
between the parties respecting the subject matter of this Service Contract.
(e) Amendments:This Service Contract may be amended by the parties only by a written
contract signed by both parties.
(f) Waiver:No waiver by either party of a breach hereof or a default hereunder shall be
deemed a waiver of a subsequent breach or default of a similar nature.
(g) Notices: All notices and demands shall be in writing and shall be delivered personally,
electronically,or by overnight or certified mail.Delivery shall be deemed conclusively made on
the soonest to occur of the following: (i)at the time of delivery if personally delivered; (ii)
immediately if delivered electronically by email or by facsimile transmission,provided receipt
is confirmed electronically or otherwise and a copy of the notice is sent by certified mail,return
receipt requested,or by overnight mail within two business days; or(iii)one(1)day after the
notice is sent by overnight mail; or(iv)five(5)days after the notice is sent by certified mail.
Notice and demands shall be sent to the parties at their addresses set forth in the first paragraph
of this Service Contract,unless a party changes the address by written notice to the other party.
(h) Attorneys'Fees: If any action at law or in equity is brought to enforce or interpret the
provisions of this service Contract,the prevailing party will be entitled to reasonable attorneys'
fees and costs in addition to any other relief to which that party may be entitled.
Executed as of the date first written above by:
"SENTRY"
Sentry Control Systems, Inc.,a California corporation
ASSURE 3 v3.1 7 10-1-2014
‘001.1P--
By. ' anning, ' of '.. e
"CUSTOMER"
Rancho Palos Verdes,Abalone Cove Shoreline
Clokstyerse,"
By: Carolyn Petru, its Acting City Manager
ASSURE 3 v3.1 8 10-1-2014
Exhibit A
Parking Control or Building Access System Equipment Covered in
Maintenance Service Contract
Quantity Description
2 SKIDATA Barrier Gates
1 SKIDATA Entry Columns
1 SKIDATA Exit Columns
1 SKIDATA Easy.Cash Pay on Foot Machines
1 Commend Intercom Server
1 Credit Card Server
1 SKIDATA Laser Reports Printer
2 HID Readers
2 SKIDATA Control/workstation PC's
•
ASSURE 3 v3.1 9 10-1-2014
Exhibit B
Rate Schedule For Non-Covered Services
Regular Service(Monday—Friday Sam—5pm)
$145.00 for the first half-hour; $145.00 per hour thereafter billed in half-hour increments of
$72.50.
Systems Engineer Service(Monday—Friday 8am—5pm)
$195.00 for the first hour; $195 per hour thereafter billed in half-hour increments of$97.50.
Emergency Service
Monday--Saturday @ 2 times the regular service or systems engineer rates(two hour minimum
charge)
Sunday&Holidays @ 2.5 times the regular service or systems engineer rates(two hour
minimum charge)
Rates are subject to change with 90 days written notice.
ASSURE 3 v3.1 10 10-1-2014
PREVENTIVE MAINTENANCE CHECKLIST
LOCATION: Date: Tech:
# BARRIERS COMMENTS
CHECK SHEAR BOLTS
INSPECT GATE ARM FOR CRACKS AND MISSING CAPS
FOR ILLUMINATING ARMS CHECK THE LAMP AND LAMP WIRES
CLEAN CONTACTS ON THE CONTACT BOARD AND TEST BOARD
CYCLE GATE OPEN AND CLOSE FOR PROPER OPERATION
INSPECT EXPOSED INTERNAL LINKAGES
CHECK BOOM AXLE FOR INTEGRITY
CHECK HOUSING FOR EXTERNAL DAMAGE
ADJUST AND LEVEL GATE ARM
CHECK FOR LOOSE CONNECTIONS
CHECK HOUSING FOR EXTERNAL DAMAGE
immino CARD COMMENTS
CHECK ON LINE STATUS
TEST CARD READERS FOR PROPER OPERATION
# CODERS COMMENTS
_ RUN CLEANING CARD THROUGH MECH
REMOVE MECH AND BLOW OUT ALL DUST AND DEBRIS
REMOVE AND INSPECT THE PRINTHEAD
INSPECT ALL BELTS,GEARS,WHEELS,ROLLERS AND O'RINGS FOR PROPER OPERATION
CHECK TICKET RETRACTOR FOR PROPER OPERATION IF APPLICABLE FOR UNIT USE N/A
CHECK ALL MOTORS FOR PROPER OPERATION
CHECK CUTTING DEVICE,CUT OFF WHEEL AND GUIDE CABLE IF APPLICABLE N/A
INSPECT TICKET TRACKS
LUBRICATE PARTS AS NEEDED
INSPECT THE BAR CODE READER FOR PROPER OPERATION
CLEAN AND TEST THE MAG HEAD IF APPLICABLE TO UNIT AND FEATURE IS BEING USED
CHECK ONLINE STATUS
ALIGN AND TEST PRINTING
# COLUMNS COMMENTS
RUN CLEANING CARD THROUGH MECH
REMOVE MECH AND BLOW OUT ALL DUST AND DEBRIS
REMOVE AND INSPECT THE PRINTHEAD
INSPECT ALL BELTS,GEARS,WHEELS,ROLLERS AND O'RINGS FOR PROPER OPERATION
CHECK TICKET RETRACTOR FOR PROPER OPERATION IF APPLICABLE FOR UNIT USE N/A
CHECK ALL MOTORS FOR PROPER OPERATION
CHECK CUTTING DEVICE,CUT OFF WHEEL AND D GUIDE CABLE IF APPLICABLE N/A
INSPECT TICKET TRACKS
LUBRICATE PARTS AS NEEDED
INSPECT THE BAR CODE READER FOR PROPER OPERATION
CLEAN AND TEST THE MAG HEAD IF APPLICABLE TO UNIT AND FEATURE IS BEING USED
TEST UNIT TO SEE IF IT IS ON LINE
ALIGN AND TEST PRINTING
CHECK LATCHING HARDWARE
CHECK DISPLAY
CHECK INTERCOM
r CHECK CARD READER
LUBRICATE THE PULL OUT SLIDE TRACKS AS NEEDED
CHECK THE CODER RELEASE PIN N/A
CHECK ALL POWER AND DATA CONNECTIONS
CHECK ON/OFF BREAKER
TEST UP/DOWN SWITCH
CHECK FOR INTERNAL DAMAGE
CHECK ON LINE STATUS
_ w
TEST TICKET ISSUE AND TICKET RELEASE BUTTON
1 # KEY DETECTOR COMMENTS
CHECK DEVICE STATUS
CHECK PROPER OPERATION
✓ # PAY ON FOOT COMMENTS
CHECK THE BILL NOTE ACCEPTOR
CLEAN LENSES
TEST READING OF BILLS 4 WAYS
RECONFIGURE AND MAKE SURE DEVICE IS RESPONDING
CHECK CODER
RUN CLEANING CARD THROUGH MECH
REMOVE MECH AND BLOW OUT ALL DUST AND DEBRIS
REMOVE AND INSPECT THE PRINTHEAD
INSPECT ALL BELTS GEARS,WHEELS,ROLLERS AND O'RINGS FOR PROPER OPERATION
CHECK TICKET RETRACTOR FOR PROPER OPERATION IF APPLICABLE FOR UNIT USE
CHECK ALL MOTORS FOR PROPER OPERATION
CHECK CUTTING DEVICE CUT OFF WHEEL AND GUIDE CABLE IF APPLICABLE N/A
INSPECT TICKET TRACKS
LUBRICATE PARTS AS NEEDED
"-
INSPECT THE BAR CODE READER FOR PROPER OPERATION
CLEAN AND TEST THE MAG HEAD IF APPLICABLE TO UNIT AND FEATURE IS BEING USED
CHECK ONLINE STATUS
•
ALIGN AND TEST PRINTING
CHECK COIN TESTER
BLOW OUT DUST
TEST UNIT RECOGNITION OF COINS
RECONFIGURE SYSTEM AND CHECK THAT DEVICE IS RESPONDING
CHECK COINT TESTER FOR PROPER ALLOCATION OF COINS IN HOPPER
TEST HOPPER FOR PROPER CHANGE OPERATION
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