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HomeMy WebLinkAboutAgenda Report - February 15, 2017 C-09TM CITY OF LODI COUNCIL COMMUNICATION AGENDA ITEM C -q AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Amendment No. 2 to Professional Services Agreement with Kratos Public Safety & Security Solutions, Inc., of San Diego, for Repairs and Maintenance of City Security Doors, Gates, and Access Control ($50,000) MEETING DATE: February 15, 2017 PREPARED BY: Public Works Director RECOMMENDED ACTION: Adopt resolution authorizing City Manager to Execute Amendment No. 2 to Professional Services Agreement with Kratos Public Safety & Security Solutions, Inc., of San Diego, for repairs and maintenance of City security doors, gates, and access control, in the amount of $50,000. BACKGROUND INFORMATION: Kratos Public Safety & Security Solutions, Inc. (Kratos), has installed and maintained the key access systems for the Police Department, Municipal Service Center, White Slough Water Pollution Control Facility, Surface Water Treatment Plant, Library, and Lodi Transit Station. Kratos has been designated as the sole supplier of these systems in past Council actions, to keep all systems consistent and allow for interoperability. At the August 20, 2014 meeting, City Council approved a Professional Services Agreement with Kratos for on-call repairs and maintenance for all City facility security doors, gates, and access control for a period of five years. At the June 15, 2016 meeting, City Council authorized Amendment No. 1 that included the installation of access control equipment on the City Hall east basement door, west main floor door; City Hall Annex server room door, radio room door, south exterior door, and network distribution room door; and the Municipal Service Center main door. These locations previously did not have access control. The work associated with Amendment No. 1 has not yet been initiated since the installation requires the replacing old control panels with new control panels. The new control panels cannot be installed until City server upgrades are completed Since the approval of Amendment No. 1, there have been multiple incidents of non -City employees gaining access to areas that should be restricted from the general public. In an effort to create a more secure environment for City staff and property, staff is recommending installation of access control equipment at the following locations: City Hall break room City Hall basement restrooms City Hall engineering door Carnegie lower exterior door (Internal Services Department) Carnegie south door 1 Carnegie south door 2 Carnegie west basement door Carnegie east large conference room door Transit Station counting room APPROVED: ep a chwabity Manager KAWP\COUNCIL\2017\CCKratos Amend#2.doc 2/1/17 Adopt Resolution Authorizing City Manager to Execute Amendment No. 2 to Professional Services Agreement with Kratos Public Safety & Security Solutions, Inc , of San Diego, for Repairs and Maintenance of City Security Doors, Gates, and Access Control ($50,000) February 15, 2017 Page 2 Transit Station north exit Finance vault door Finance lobby door Finance employee door Finance basement door The Citywide server upgrades are now complete and ready to accommodate the new control panels. The work identified in Amendment No. 1 and Amendment No. 2 can now proceed upon Council approval. Staff recommends Council adopting a resolution authorizing City Manager to execute Amendment No. 2 to Professional Services Agreement with Kratos Public Safety & Security Solutions, Inc., of San Diego, for repairs and maintenance of City security doors, gates, and access control, in the amount of $50,000. FISCAL IMPACT: FUNDING AVAILABLE: CES/RAY/tdb Attachment Funds for this project are included in the current year Facilities Operations, Water/Wastewater Operations, Electric Utility Capital, and Transit Capital budgets. Facilities Operations (10051000) Water/Wastewater Admin (53053001/56052001) Electric Utility Capital (50199000.77020) Transit Capital (60199000.77020) Supervising Budget Analyst cJ),-z-s) y._.e_R Charles E. Swimley, Jr. Public Works Director K:\WP\COUNCIL\2017\CCKratos Amend#2 doc 2/1/17 AMENDMENT NO. 2 KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC. ON-CALL REPAIRS AND MAINTENANCE OF CITY SECURITY DOORS, GATES, ACCESS CONTROL PROFESSIONAL SERVICES AGREEMENT THIS AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT, is made and entered this day of February, 2017, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC. (hereinafter "CONTRACTOR"). WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement on September 3, 2014 and Amendment No. 1 on September 20, 2016 (collectively the "Agreement"), as set forth in Exhibit 1, attached hereto and made part hereof; and 2. WHEREAS, CITY requested to amend the Scope of Service and increase the Fees by $50,000, for a total not to exceed amount of $175,000, as set forth in Exhibit 2, attached hereto and made part hereof; and 3. WHEREAS, CONTRACTOR agrees to said amendment. NOW, THEREFORE, the parties agree to amend the Scope of Service and Fees as set forth in Exhibit 2. All other terms and conditions of the Agreement remain unchanged. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 2 on the date and year first above written. CITY OF LODI, 9 municipal corporation hereinabove called "CITY" KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC. hereinabove called "CONTRACTOR" STEPHEN SCHWABAUER JOE BUSCEMI City Manager Director, Contracts Attest JENNIFER M. FERRAIOLO, City Clerk Approved as to Form: JANICE D. MAGDICH, City Attorney Exhibit 1 AMENDMENT NO. 1 KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC. ON-CALL REPAIRS AND MAINTENANCE OF CITY SERCURITY DOORS, GATES, ACCESS CONTROL PROFESSIONAL SERVICES AGREEMENT THIS AMENIJME T NO. 1 PROFESSIONAL SERVICES AGREEMENT, is made and entered this, day of , by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC. (hereinafter "CONTRACTOR"). WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement (Agreement) on September 3, 2014, attached hereto as Exhibit 1; 2. WHEREAS, CITY requested to amend said Agreement to extend the Scope of Service and Fees as set forth in Exhibit 2, increasing the not to exceed amount by $50,000 to a total not to exceed amount of $125,000 over the existing term of the Agreement; 3. WHEREAS, CONTRACTOR agrees to said amendment. NOW, THEREFORE, the parties agree to amend the Scope of Service and Fees. All other terms and conditions of the Agreement remain unchanged. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 1 on the date and year first above written. CITY OF LODI, a municipal corporation hereinabove called "CITY" STEP SCHWA City Manager Attest: ti .1�NIFER II FERRAIOLO, City Clerk Approved as to Form: i/( NICE . MAGDICH, City Attorney KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC. hereinabove called "CONTRACTOR" �} �} ,1ichael W. FinkVice President, Contracts Exhibit 1 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PART) ES AND PURP OSE Section 1.1 Parties THIS AGREEMENT is entered into on4440101 Set btr 3 , 2014, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC. (hereinafter 'CONTRACTOR). Section 1.2 Purpose, CITY selected the CONTRACTOR to provide the services required In accordance with attached Scope of Services, Exhibit A, attached and Incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for On -Call Repairs and Maintenance of City Security Doors, Gates and Access Control (hereinafter "Project') as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Completion of Worst CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated In the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated In the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shah not be 1 counted against CONTRACTOR's contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shaN not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and retum all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth In the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as Identified in its proposal to CITY. The Scope of Services shah be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of an original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents It is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at Its own cost and expense, keep in effect during the ilfe of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts, Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter Into any subcontract with any other party for purposes of providing any work or services covered by this Agreement Section 2.6 T.rm, The term of this Agreement commences on September 1, 2014 and terminates upon the completion of the Scope of Services or on August 30, 2019, whichever occurs first. 2 ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shal conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shal submit Invokes for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work Is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those Inherent In the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to fumish CITY, or a designated representative, with necessary Information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or Its- delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or Its delegate with any relevant information requested and shal permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under Investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. 3 ARTICLE 4 MI9� C I lEOUS PROVISION Section 4.1 Nondiscriimination,.. In performing services under this Agreement, CONTRACTOR shall not discriminate In the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 indemnification and Responsibility for Da CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, Its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and coats), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages ariskig out of the active negligence, sole negligence, or sole wilful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election. conduct the defense or participate in the defense of any claim related In any way to this indemnification. If CITY chooses at Ks own election to conduct Its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification. CONTRACTOR shall pay all of the costs related thereto, Including without limitation reasonable attorney fees and costs. The defense and Indemnification obligations required by this Agreement are undertaken in addition to. and shall not In any way be finned by the insurance obligations set forth herein. Section 4A No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Responsibility of irITY CITY shal not be held responsible for the care or protection of any material or parts of the work described In the Scope of Services prior to final acceptance by CITY, except as expressly provided heroin. Section 4.6 Jpsurance Reoulrements for CONTRACTOR CONTRACTOR shal take out and maintain during the life of this Agreement, insurance coverage as set forth In Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Asslans CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 48 Notices Any notice required to be given by the terms of this Agreement shal be In writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of milling 8 sent by first class or certified mal, postage prepaid, addressed to the respective parties as folows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Rebecca Areida Yadav, Management Analyst To CONTRACTOR: Kratos Public Safety & Security Solutions, Inc. 4820 Eastgate Mal, Ste. 200 San Diego, CA 92121 Section 4.9 Cooperation of CITY CITY shal cooperate fully and In a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 410 CONTR JOR Is Not an Emplane of CITY CONTRACTOR agrees that In undertaking the duties to be performed under this Agreement, 11 shal act as an Independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of 5 the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Tergrinatloq CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an Intermediate decision Is required conceming whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth In the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall irnmediataly suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shal assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered Into by CONTRACTOR with third parties in reliance upon this Agreement Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of aN work and work products produced under this Agreement, except to the extent otherwise required by law or permitted In writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidentfar or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR_ CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law. Jurisdiction. Severabfity. and Attornev's Fees This Agreement shall be govemed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any pert of this Agreement Is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conlVct with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shah be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court 6 Section 4.14 City Swipes* Ltcenv JgMJrement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions. The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Intsaratlon and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shah be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are Intended to be construed as a single document Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severabillty The invalidity in whole or In part of any provision of this Agreement shall not void or affect the vaidlty of any other provision of this Agreement Section 4.19 Ownership of Documents Al documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CfTY's request, CONTRACTOR shall allow CITY to inspect al such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, ail information collected, work product and documents shall be delivered by CONTRACTOR: to CITY within ten (10) calendar days. CITY agrees to Indemnify, defend and hold CONTRACTOR harmless from any lability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. 7 Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Fundina Conditions ® If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. In the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions wWl control. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. CITY OF LODI, a municipal corporation ATTEST: 4 J IFER ROB180N 9 SCHW City Cleric City Manager APPROVED AS TO FORM: KRATOS PUBUC SAFETY & SECURITY Solutions, Inc. JANICE D. MAGDICH, City Attorney Attachments: Exhibit A—Scope of Services Exhibit 5 — Fee Proposal Exdblt C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (if applicable) N euecemi nue: Director, Contracts Funding Source: 103311.7331 (Business Unit & Account No.) Doc ID:WP1ProjectsIPSA$ 20141Kratos CA Res.07.2014 a KRITOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC. July 18, 2014 Rebecca A eida-Yadav Management Analyst Public Works Department City of Lodi (209) 333.8700 Dear Mrs. Vadat', Exhibit AIB 4820 Eater 1911 SM. 200 8sn DMOo, CA, 92121 Win: (959) 812-7300 Fix: ma) 858-7301 www.katespiLoom On behalf of Kratos Public Safety & Security Solutions, Inc. (Kratos), I am pleased to present the below Time and Material Hourly Hats for the City of Lodi for on call repairs and maintenance for security doom, gates, and Access Control. The Kratos hourly rats for the first year ofthis agreement is $130.00 per hour, with a 3% escalation for each additional year. AM work will be quoted based on this rate to Include any applicable material and travel cost to be approved by the City of Lodi prior to any work being performed Again t would Noe to thank you for this opportunity and I look forward to working with you. Regards, Ryan Morning NOT TO EXCEED $75,000 FOR FIVE-YEAR TERM OF AGREEMENT Exhibit C 1 Jneunque Reau!remsnts for Coniragor The Contractor shall take out and maintain during the life of this Agreement, Insurance coverage es laud below. These insurance policies shall protect Contractor and arty subcontractor perfomring work covered by this Agreement from claims for damages for personal Injury, Int:Wing aocldertal death, u well as from claims for properly damages, which may arise from Contractors operations under this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone dlrectiy or indirectly employed by either of them, and the amount of such Insurance shell be as follows: 1. pOMPREHENSIVE GENERAL LABILITY $1,000,000 Each Occurrence $2,000,000 General Aggregate 2. COMPREHENSIVE AUTOMOBILE LIABILITY $1,000,000 Bodily Injury — Per Person; $1,000,000 Bodily Injury — Per Accident; $1,000,000 Property Damage— Per Accident or $1,000,000 Combined Single Umb Such Insurance shah cover liability arising out of any vehicle (Including, owned, hired and non -hired vehicles) operated In performing any and ell services pursuant to this Agreement. Coverage shall be written on 1S0 form CA 00 01 12 90, or a later version of this form, or an equivalent form providing equivalent liability coverage. M limits are to be designated strictly for the City of Lodi. its elected and appointed boards, commissions, offlosns, agents, employees, and volunteers. All deductibles or self -Insured retentions (SIR) must be disclosed to City's Risk Manager for approval end shall not reduce the Ilmlte of liability set forth hereinabove. Insurance policies containing any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied by either the Tamed insured(s) or the City of Lodi. It is required that any avallebie insurance proceeds broader than or In excess of the epeclhed minimum Insurance coverage requirements and/or Omits sat forth above, shall be available to City as an addillonai insured. Furthermore. the requirements for coverage and lmits shall be (I) the minimum coverage end limits specified in these insurance requirements; or (II) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the Contractor, whichever Is greeter. Contractor agrees and stipulates that any Insurance coverage provided to the City crf Lodi shell provide for a deans period following termination of coverage which is at least consistent with the claims period or statutes of Ilmitatiora found in the California Tort Claims Act (California Government Code Section 810 et seq.). A copy of the certlflcats(s) of Insurance with the following endorsements shall be furnished to the City: (a) Additional Xgrned Insured Endoraernent Pursuant to a separate endorsement (ISO form CO 2010 (11185) or equivalent form) such insurance es is afforded by this policy shall also apply to the City of Lodi, Its elected end appointed boards, commissions, officers, agents, employees, and volunteers as additional named insureds. (b) Primary and Non-Conjibutory $[Durance EndQrsemani Additional insurance coverage under the Contractor's policy shel be 'primary and noncontributory' and wit not seek contribution from City's Insurance or self-insurance and shall be at least as broad as ISO form CO 20 01 0413. NOTE: (1) The street address of the Q{TY OF LODI must be shown along with (a) and (b) above: 221 VVest Pine Street Lodi, California, 95240; (2) The Insurance oertiecate must stere, on its face or as nen endorsement, a description of the proiect that It is insuring. Petco 1 I of 2 pages 1 Risk: rov.03.2014 Jnsuranc4Requirements for ContrarAor (continued) (c) Limb of Coverage The Amps of Insurance coverage required may be satisfied by a combination of primary and umbrela or excess insurance. Any umbrella or excess Insurance of Contractor shal contain, or be endorsed to contain, a provision that such coverage shal also apply on a primary and non-contributory basis for the bereft dere City before the City's own Insurance or self-insurance shall be called upon to protect the City as a named insured. (d) $evsrablity of Interest Clause The term "insured" Is used sevsruUy and not collectively, but the Inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. (s) NoUos Of Cancellation or Chance in Coverece Flydoraemeot This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction In coverage to the Risk Manager. City of Lodi, 221 West Pine St, Lodi, CA 95240. (f) Continuity of Covereoe All polcles shal be in effect on or before the first day of the Term of this Agreement At east thirty (30) days prior to the expiation of each insurance policy. Contractor shel furnish a certifloale(e) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement Contractor shall provide proof of continuing Insurance on at least an annual basis during the Tam. If Contractor's insurance lapses or is dhconinued for any reason. Contractor shel immediately notify the City end Immediately obtain replacement insurance. (g) Fallon to Comply If Contractor tats or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shat reimburse the City for premiums paid, with Interest on the premium paid by the City at the ma>d/num allowable legal rate then in effect In California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the nurnegs) of the Insurer(s), and rate of interest Contractor shall pay such reimbursement and Interest on the first (1) day of the month following the City's notice. Notwithstanding and other provision of this Agreement, if Contractor faits or refuses to obtain or maintain insurance es required by this agreement or falls to provide proof of (nsuranos, the City may terminate this Agreement upon such brach. Upon such termination, Contractor shal immediately cease use of the Site or facllfgee and commence and diligently pursue the removal of any and ell of its personal property from the ell or facilites. (h) Quelfled Insurerfs) M Insurance required by the terms of this Agreement must be provided by Insurers licensed to do business In The State of California which ere rated at last 'A-, VI' by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may bo accepted provided they are included on the moat recent list of California efrgibie surplus lines insurers (LESLI list) and otherwise meet City requirements. Workers Comnansdion Insurance The Contractor shall take out end maintain during the life al this Agreement, Worker's Compensation Insurance for all of Contractor's employees employed at the siva of the project and, If any work Is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation insurance for all of the tatter's employees unless such amp/open are covered by the protection afforded by the Contractor. In case any clava of employees engaged In hazardous worst under this Agreement at the site of the project is not protected under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide Insurance for the protection of said employees. A water of subrogation Is required for workers compensation Insurance. This policy may not be canceled nor the coverage reduced without 90 days' prior written notice of such cancellation Dr reduction In coverage to the Risk Manager, City of Lodi, 221 West Pine St, Lodi, CA 95240. NOTE: The City reserves the right to obtain a full csrlMed copy of any Insurance policy or endorsements required. Falure to exercise this right shah not constitute a waiver of the City's right to nerds* alter the effective dale. Exhibit D Services — Federal Clauses (under $100,000) The following clauses are Included with the City of Lodi Professional Service Agreement. 1. Access to Records The following access to records requkements apply to this Contract I. Where the Purchaser 1 not a State buts local government and le the FTA Recipient or a subgrantee of the FTA Recipient In accordance with 49 C.F.R. 18.36(1), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations. excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 833.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project dented at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. II. Where the Purchaser le a State and is the FTA Reciplent or s subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FIA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction tion saes pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs descried at 49 U.S.C. 5307, 5309 or 5311. By definition, a major espial project excludes contracts of lees than the simplified acquisition threshold currently set at $100,000. Ilk Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or subgrantee of the FTA Recipient In accordance with 49 CFR_ 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. IV; Where any Purchaser which is the FTA Redplent or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters Into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Seaetsry of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and Inspection. V. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. VI. The Contractor agrees to maintain all books, records, accounts and reports required wider this contract for a period of not less than three years after the data of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.36(I)(11). VIL FTA does not require the inclusion of these requirements In subcontracts. 1 2. Federal Changes CONTRACTOR shall at all times comply with al applicable FTA regulations, policies, procedures and directives, including without Ilmlation those listed directly or by reference in the Department of Transportation, Federal Transit Administration, Master Agreement (FTA MA (20) dated October 1, 2013), between Purchaser and FTA, as they may be amended or promulgated from time to tone during the term of this contract CONTRACTOR's failure to so comply shall constitute a material breach of this contract. 3. No Government Obligation to Third Parties 1. CITY OF LODI and CONTRACTOR acknowledge and agree that, not withstanding any concurrence by the Federal Govemment in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to CITY OF LODI , CONTRACTOR, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. II. The CONTRACTOR agrees to indude the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. ft is further agreed that the clause shall not be modified, except to identify the SUBCONTRACTOR who will be subject to its provisions. 4. Program Fraud and False or Fraudulent Statements or Related Acts. I. The CONTRACTOR acknowledges that the provisions of the Program Fraud CM Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq . and U.S. DOT regulations, "Program Fraud CMI Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the CONTRACTOR certifies or affimrs the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the CONTRACTOR further acknowledges that if it makes, or ceuses to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud CMI Remedies Act of 1986 on the CONTRACTOR to the extent the Federal Government deems appropriate. IL The CONTRACTOR also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Goverment under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the CONTRACTOR, to the extent the Federal Government deems appropriate. M. The CONTRACTOR agrees to include the above two dauses in each subcontract financed in whoa or in pert with Federal assistance provided by FTA. It is further agreed that the clauses shal not be modified, except to identify the SUBCONTRACTOR who will be subject to the provisions. 5. ChM Rights The following requirements apply to the underlying contract L tiondt;crimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U:S.C. § '2000d, section .303 of the Age Dleaimina tion Act of 1975, as amended, 42 U.S.G. § 8102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S,C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the CONTRACTOR agrees to comply with applicable Federal implementing regulations and other implementing requinemente FTA may Issue. II. fowl Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract 2 • Race. Collar. Cued, National Origin. Sex - In accordance with Title Vll of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332. the CONTRACTOR agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity. Department of tabor; 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, 'Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the Mute affect construction activities undertaken in the course of the Project The CONTRACTOR agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin. sex, or age. Such action shall include, but not be limited to, the fofowIrp: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the CONTRACTOR agrees to comply with any implementing requirements FTA may issue. • &11 - In accordance wth section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal transit taw at 49 U.S.C. § 5332. the CONTRACTOR agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the CONTRACTOR agrees to comply with any implementing requirements FTA may Issue. s Disabilities - In accordance with section 102 of the Americans with DisabNities Act, as amended, 42 U.S.C. § 12112, the CONTRACTOR agrees that It wll comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with DisablNtiees Ad," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the CONTRACTOR agrees to comply with any implementing requirements FTA may Issue. 18. The CONTRACTOR also agrees to include these requirements in each subcontract financed In whole or in part with Federal assistance provided by FTA, modified only if necessary to Identify the affected parties. 8. Disadvantaged Business Enterprise (DBE) City of Lodi Assurance The CITY OF LODI shal not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) assisted contract or in the administration of its Disadvantaged Business Enterprise (DBE) program or the requirements of 49 CFR part 26. The CITY OF LODI will take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts. It is the policy of the CITY OF LODI to ensure nondiscrimination in the award and administration of DOT - assisted contracts and to create a level playing field on which DBEs can compete fairly for contracts and subcontracts relating to the CITY OF LODI construction, procurement and professional services activities. Contractor. Assurance Pursuant to 49 CFR Part 28, the CONTRACTOR is required to make the following assurance In its agreement with the CITY OF LODI and to include this assurance in any agreements it makes with subcontractors in the perfomnance of this contract `The Contractor or Subcontractor shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 In the award and administration of DOT assisted contracts. Failure of the Contractor or Subcontractor to carry out these requirements is a material breach of contract, 3 which may resuf In the termination of contract by the CITY OF LODI, or any such remedy the CITY OF LODI may deem appropriate.' The City's DBE Program, as required by 49 CFR Part 26, as approved by DOT, Is Incorporated by reference in this section. Implementation of this DBE Program is a legal obligation and faIure to cavy out Its terms shall be treated as a violation of this contract. Upon notification of failure to carry out its approved program, the DOT and/or the Federal Transit Administration (FTA) may Impose sanctions as provided for under Part 26 and may, In appropriate cases, refer the matter for enforcement ander 16 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq). 7. Prompt Payment 1. Prompt Progress Payment to Subcontractors Attention is directed to the provisions in Federal Regulations (49 CFR 28.29) concerning payment to subcontractors. The contractor shall make prompt and regular Incremental acceptances of portions, as determined by the CITY OF LODI of the contract work and pay retainage to the prime contractor based on these acceptances. 11. Prompt Payment of Payment of Wlthheld Funds to Subcontractors The contractor shall return all monies withheld In retention from all subcontractors within thirty (30) days alter receiving payment for work satisfactorily completed and accepted including Incremental acceptances of portions of the contract work by the CITY , OF LODI. Federal Regulation (49 CFR 26.29) requires that any delay or postponement of payment over 30 day may take place only for good cause and with the CITY OF LODrs prior written approval Any violation of tills provision shall subject the violating contractor or subcontractor to the penalties, sanctions, and other remedies specified In Section 7108.5 of the California Business end Profession Code. This requirement shall not be construed to limit or Impair any contractual, administrative, or Judicial remedies, otherwise available to the contractor or subcontractor In the event of: a dispute involving late payment or nonpayment by the contractor; deficient subcontractor performance; and/or noncompliance by e subcontractor. This provision applies to both DBE and non -DBE subcontractors 8. Incorporation of FTA 4220.1E Tonus The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly sat forth !n the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA -mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The CONTRACTOR shall not perform any act, fail to perform any act, or refuse to comply with any CITY OF LODI request, which would cause CITY OF LODI to be in violation of the FTA terms and conditions. 9. Termination Upon written notice, CONTRACTOR agrees that the Federal Government may suspend or terminate all or part of the Federal financial assistance provided herein if CONTRACTOR has violated the terms of the Grant Agreement or Cooperative Agreement, or if the Federal Goverment determines that the purposes of the statute authorizing the Protect would not be adequetdy served by the continuation of Federal financial assistance for the Project. Any failure to make reasonable progress on the Project or other violation of the Grant Agreement or Cooperative Agreement that endangers substantial performance of the Project shall provide sufficient grounds for the Federal Government to terminate the Grant Agreement or Cooperative Agreement. Termination of any Federal financial assistance for the Project will not invalidate obfrgatione properly incurred by CONTRACTOR before the termination date, to the Went those obligations cannot be canceled. if, however, the Federal Government determines that CONTRACTOR has willfully misused Federal assistance funds by failing to make adequate progress, falling to make 4 reasonable and appropriate use of the Project real property, facilities, or equipment, or has failed to comply with the terms of the Grant Agreement or Cooperative Agreement. the Federal Government reserves the right too require CONTRACTOR to refund the entire amount of Federal funds provided for the Project or any lesser amount as the Federal Government may determine. Expiration of any Project time period established for the Project does not, by Itself, constitute an expiration or termination of the Grant Agreement or Cooperative Agreement I. Termination for Convenience: CITY OF LODI may terminate this contract, in whole or kr part, at any time by written notice to the CONTRACTOR. The CONTRACTOR shall be paid Its coats, including contract closeout coats, and profit on work performed up to the time of termination. The CONTRACTOR shall promptly submlt its termination claim to CiTY OF LODI to be paid the CONTRACTOR. If the CONTRACTOR has any property in its possession belonging to CITY OF LODI, the CONTRACTOR will account for the same, and dispose of it in the manner CITY OF LODI directs. 11. Termination for Default: if the CONTRACTOR does not deliver supplies in accordance with the contract delivery schedule, or, lt the contract is for services, the CONTRACTOR fails to perform in the manner called for in the contract, or If the CONTRACTOR fails to comply with any other provisions of the contract, CITY OF LODI may terminate this contract for default. Termination shell be effected by serving a notice of termination on the CONTRACTOR setting forth the manner in which the CONTRACTOR Is in default. The CONTRACTOR will only be paid the contract price for supple* delivered and accepted, or services performed in accordance with the manner of performance set forth In the contract. If it is later determined by CITY OF LODI that the CONTRACTOR had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or beyond the control of the CONTRACTOR, CITY OF LODI, after setting up a new delivery of performance schedule, may allow the CONTRACTOR to continue work, or treat the termination as a termination for convenience. III. Termination for Cost Type Contracts: CiTY OF LODI may terminate this contract, or any portion of it, by serving a notice of termination on the CONTRACTOR. The notice shall state whether the termination is for convenience of CITY OF LODI or is for the default of the CONTRACTOR. If the termination is for default, the notice shat state the manner in which the CONTRACTOR has failed to perform the requirements of the contract. The CONTRACTOR shall account for any property in its possession paid for from funds received from CiTY OF LODI, or property supplied to the CONTRACTOR by CITY OF LODI. If the termination is for default, CITY OF LODI may fox the fee, if the contract provides for a fee, to be paid the CONTRACTOR in proportion to the value, if any, of the work performed up to the time of termination. The CONTRACTOR shat promptly submit its termination claim to CITY OF LODI and the parties shall negotiate the termination settlement to be paid the CONTRACTOR. 10. Energy Conservation CONTRACTOR agrees to comply with mandatory standards end policies relating to energy efficiency which are contained in the state energy conservation pian Issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 8321 of see. 11. Access Requirements for Persons with Disabilities CONTRACTOR agrees to comply with all applicable requirements of the Americans with Disabilities Act (ADA) of 1990, as amended, 42 U.S.C. 12101 et. seq., Section 504 of the Rehabilitation Act of 1973, es amended, 29 U.S.C. 794; 49 U.S.C. 5301(d); and al regulations promulgated to implement the ADA and Section 504 of the Rehabilitation Act of 1973, as amended. as may be applicable b CONTRACTOR. 12. Goverrrrnent-wide Debannnent and Suspension The CONTRACTOR agrees b comply. and assures the compliance ot each third party CONTRACTOR and SUBCONTRACTOR at any tier, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Govemment wide Debarment and Suspension (Nonprocurement)," within 49 C.F.R. Part 29. 5 Exhibit 2 1 KRAHTO.S® PUBLIC SAFETY & SECURITY SOLUTIONS, INC. Proposal for: Add Access Control to 3 buildings 05/23/2016 Submitted to: City of Lodi PO Box 3006 Lodi, CA 952411910 Submitted by: Jeff Kunesh Kratos Public Safety & Security Solutions, Inc. 6689 Owens Drive, Suite 200B Pleasanton, CA 94588 (925) 201-5390 jeffrey.kunesh©kratospss.com www.kratospss.com Add Access Control to 3 buildings City of Lodi Kratos Public Safety & Security Solutions, Inc. Overview Legal Entity: Kralos Public Safety & Security Solutions, Inc. Headquartered at: 4820 Eastgate Mali San Diego, CA 92121 Kralos Pubflc Safety & Security Solutions, Inc. (Kralos PSS) is an industry leader in security system Integration focused on access control, video surveillance, and building automation. We provide a full array of services to our clients such as system design, custom installation, 24/7 technical support, and remote system monitoring. We are a wholly owned subsidiary of Kralos Defense and Securly Solutions, Inc. (NASDAQ: KTOS). Solutions We specialize in the design, InstaIIatkrn, and service of security and building automation technologies and systems that protect people and property, and make facilities more comfortable and efficient. We offer superior access control, Intrusion detection, and perimeter surveillance solutions by providing Integrated solutions that leverage our market leading access to the broadest array of industry leading technologies and products. Our services and expertise span the fuN lifecycle of customer needs, including but not limited to design, implementation, and services Including biometrics and card -reader solutions, integrated or standalone badging systems, door hardware, video surveillance, management, and data storage as well as associated advanced software solutions such as video analytics. Kralos PSS has been providing Industry leading physical security solutions for over 80 years. KROTOS NAL K 04.1 re 14060 IAKVP :w t•' Kratos PSS Overview 1 Add Access Control to 3 buildings City of Lodi Our solutions and offerings deliver reliable and state-of-the-art solutions. We constantly strive to lead the way and expend significant effort and resources to ensure we update and upgrade cur abilities as a security end enterprise systems integrator to deliver cost effective security management systems. We design and implement Ideas that enable our customers to add value to their enterprise by enhancing the security of people and assets, Increasing productivity, and improving customer services. Industries Kratos PSS serves eight major markets. These ere: Locations Kratos PSS has 32 locations organized In geographic regions nationally -Northeast, Mid -Atlantic, Southeast, Midwest, Southwest, Mountain, and Pacific. The map below depicts the geographic distribution of Kratos PSS locations KR ro nal ,a trm a nawna MINA ax Kratos PSS Overview 2 Add Access Control to 3 buildings City of Lodi Proposal Date: 05/232019 To: John Munoz City of Lodi PO Box 3006 Lodi. CA 962411910 Phone: (209) 333-6800 x2992 Email: jmunozelodl.gov Quote: 8603-1-0 From: Jeff Kunesh Kudos PSS 6689 Owens Drive, Suite 2008 Pleasanton, CA 94588 Phone: (925) 201-9853 Email: jeffrey.kuneshakratospss,com Kratos Public Safely & Security Solutions, Inc. (Krebs PSS) is pleased to submit this Proposal for your considsriUon. Kratas PSS hereby agrees to provide the Professional Services & Equipment as required forth. Client at the location shown above, as described in the Scope of Wale and Cladflcetlons & Assumptions, as per the Krabs PSS Terms & Conditions hereinafter set forth. This Proposal Is valid for 30 days from the above date unless otherwlse stated In writing within this Proposal. Project Pricing Phz;s;c 1 iL'cc: s Jonh•(>1 ester 10 YUA 2 VBI b VAN Pert YUMNP712 PIM -400.485 VRCNX-IN 1 VAN VSMS-SFT-6 1 UTC 2 BSS 6 1 e 2 1 1 1 1065WN-10PI03 DS1501-BOSUIF WRITE-IN PART WRITE-IN PART WRITE-IN PART WRITE-IN PART WRITE-IN PART WRITE-IN PART WRITE-IN PART Description BATTERY,YUASA.EXIDE,12V 7 AH PANEL INTERFACE MODULE VSRC-M Reeder Controller w1 Backplete & NEMA 1 EIICL, NO PSU Unit Price Ext. Pike 120.00 1200 00 6800 00 *1,000 00 11.300.00 33,900.00 SMS Enterprise SW - 5 CAL, MS SOL Server 2012 Express SP1 DB 54,250:00 *4,250.00 Surface Screw Mount, Wide Gap. 10 -Pack BOSCH- PIRIROE VANDERBILT SMS-AAP8D 6 amp power supply 12124vdc VANDERBILT VR1-2 Duel Reader interface board VANDERBILT AD400-CY-70-MT-626-JD Mutsu, Integrated, Lock Reader, Rex, end Door Contact VANDERBILT VRI -1 Readerintertecw hoard MISC Inst Mallon materials, eoceeeodas, etc HONEYWELL WO.31955008 acmes control w re, 500' HONEYWELL 2214 who, plenum 500' SubConbactor Schedule for. Phan 1 access control DLS Serviont 20.00 Prc*t Manner 100,00 tnataper 375 00 375.00 175.00 5150.00 1325.00 11,62600 1500.00 1500.00 51,150.00 56,90000 *30000 5600.00 54,50000 14,600.00 5400 00 5400.00 9200.00 5200.00 9125.00 112500 t11Q. P13Oe 55,500.00 12,500.00 112,500.00 KR*TOS rwa.M.rware slumming Proposal 3 Add Access Cartrol to 3 buildings City of Lodi twos. a Note: The above price does not Include sales tax. This project has been priced AT or ABOVE Prsvaltinp Nape. 011 $45,700.00 Notice: These documents contain data proprietary to Metes PutllC Solely & Security Sok,ilone, Inc.. WW1 were Na them documents In oorilderice WAtr the underatandInp thus such date @Mt not be dup1lc 10d. used. or disclosed • 1n whole rich part - Foe any miaow Wkhaut the Oar, written =want olKretoe Public Ssf ty & Security Solutions, Inc. The Gutonw Y fmpficitry strlhor4eed to repeodu0s pages for ovolo rtkon of this proPosel or to to:c rpt Angers or inlorrnlicn for inc+ xvtlon irNo customer brislings, pmcods at moorstilet endorse the products and eervicrss at *mos Public Safely 3 gicurity 5a Soli, pro, City of Lodi hereby authorizes Krstos Public Safety & Security Solutions, Inc. to perform the work In accordance wih the attached quote dated 05123r2016, In the amount of =45,700.00. Approval Comm es elyMlusa Kratos PSS SIgifWn Oats Paint Nam►r Print Neme KROTOS +we fain► ewrr wruarc,K Proposal 4 Add Access Control to 3 buildings City of Lodi ICratos to provide access control to the foNowing buildings and doors: CITY HALO East Basement Door West Main Floor Door I.T. Room Door CIl MALL ANNEX Door 133 - Server Room Door 134 - Radio Room South Exterior Door Room 124 - IDF ;PUBLIC WORKS Main Door (Includes release button at reception desk) Plus migration of 2 exdsting access controlled doors to be migrated onto new system (located at opposing ends of hallway outside IDF). Each building will be equipped with new control panels and new access control software will be metalled onto City of Lodi provided server. Existing panels will be abandoned and all doors (new and existing) will reside on the new system. The new and current systems will operate simultaneously until all existing doors are ultimately migrated b the new system. Others to provide server and workstations, high voltage electrical requirements, and keyways/re-keying of any cylinders necessary. Exceptions / Notes KR OTOS ROM 44 RV I r.1L Scope of Work ti Add Access Control to 3 buildings City) of Lodi Terms & Conditions eretitedIrdo Watson pfetetting SSclulione ecurity ). Clientd Kn. Ab isdhldiMla «> 'Parpeanut CCiientl, arid ties event • aontrad Is e Into Wham tate Pardee. thIIMratend aaatti es set farth herein dot oondlteleIts agreement (Imminent') between the Peels. 1. legmetrameigidigg. MICA shell perform on behalf of talent sarvlo.111 Clescelbsd In ilia scope of work vection stove (`Sarvfoss'y and shell be c rreenseted arcading q plkie let!emit herein Mese,. Cgant shalt pay Kyoto within My (30) drys of Ce!isle of Kraals' invoice. Any amai!! In an invWoe % aka is c laptard by Met alma ba lesalwd by sanies menegameni dike Poetics and awe resolved she' be prod r+khin kin (10) days of the date of meek/tam Client chid pay Intense on otd>Mlling Invoiced 'Inoue!, el the ismer of he medm um amount parmlttad et taw or et the Ma of one end errs -hart percent (1,arlf4 of the overdue amount due per month. Payrned offnlweit on eremitic accounts shell not armored payment of time principal unoem! Ail firers end elmllsr seassaments, Wee endgovsrmment-npaaed obigdOrx with respect to Kraios' Income derived tem to performance 01 Services Stell be add by Krebs. CBent shall wail ober appeoebie hone 2. Term of I4arrearrtt. The term of this Agreement shall be ate (1) year lion the Effiethre Dale MIND alhenstae Iafmbie.d b cos felons at+h'l s Agseenenl. 'J. ffizeigx, Kama %Damanta R stall worm ks 8oMo.a in accordance with the waren! Montle me of owe and di gartoo rormslry practiced bypeolMsbreli in performing saMpse of s!koro meter. ft, during or one j1) year period blue completion of the Services, Caere ahowv that tharp Is an ants to the 8trviole ee a result of Krstoa'tit krre to meet those *axial s. and Client his Krems In wrMtng colony arch emir widen that period. Waters shall petfrinn eudh co nsotive services within the origins[ scope of Service' as may be necessary to remedy such error 4. &sigma If armee es amain') equipment or materials, Client hereby scrapie **very of such equbment ormatertofs et ors point of orlgln st knitos' freight forwarder end assume* ownership oft the equipment or materials at each pain. Unless other! se Stilled. MOW., toren protoctton ofCiena shall demand the warranty for equtpmant or m.te to s, or guarantees for the procurement Of services from se ►sordes and suboonbscices b be made aviileble to most by -to full extern Otte isrma thereof. KrsIo. amity ram rsepect to such equipment and materiels cbtakied Bram vendors or eervlass from subcontractors shall be Untied to procuring guarantees from such vendors or subwntrecters and rendering els rase rsble saetaten= to Client ea pert of the Services for the purpose at enforcing the same. 8. !murmur. Each Party shall take out and maintain at es own expense elf in:wenca necessary to cover Iia ohtigat1ons ender the Agreement 9. Kreps shall hold Client hdrnieraa against any and el realms, demands end onuses of radion for injury ID Or death of parsers of for carnage to tangible property (other than properly of Clang to the Went caused by tate negligent sots of Kratos. Kratos' tiDIA ly under IN. Agreement shell net exceed the oamponaetfon &tinily petro by Client b Kretos under the Agrsernerd, and. to Uta Mint extent permitted by law, Gert agrees to relasss, defend, and hold Knees and to affiliates end each of Disk "smother satanic entire. emptcyeee, sports, artisans and direraora harmless from and egalne( any and ell further ffabil ly crewing in any manner from this Agreement and tufts' performance of the Services. Client agrees VC, verve, and sNett require ks in BUMS to waive, subrogation against Krsdos under any applicable potley of tnaurerrce. NEITHER PARTY SHALL OE RESPONSIBLE OR HELD LIABLE TO THE OTHER FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF INVESTMENT, LOSS OF PRODUCT OR SUS!NESS INTERRUPTION. HOWSOEVER CAUSED. 7. Confiderld:al Information. Each Party may make available to the other access to certain We secrets and other confidential technical, business end financial information, fndudng Mie contents at this Agreement and the Exhibits thereto (collectively, 'Confidential IMomhation`}. So long as and to the extant that Confidential infonna*on Is marked 'Confldenbel• of •Propretary (tf h tangible form) or Is not generaly aval+ahle to lila public from other spaces, each Party shall safeguard sett C nfklentiel information In the manner in which 11 sahguarda its oval confidential Iniomlallon, end shall not deplore Confidential Information le iia doedrarlore and sweats, atcrApt to the extent necessary to ensbte it to SARI les obligations murder Vie Agreement the Wakens pf this &action 7 survive fortvlo 12) years Mier the termination or expiration of this Agreement Client awl krderrstlljr Krttoa from third party liability arising from any unintended use or unauthorized dteoloaeere. 4. Termineiloq. Entex Poly may, worth or without CSUSS, tenminele the Services et arty time upon tan (10) nodal') days' mitten notice to the atter Petty. In either came, !Crates shill be paid costs Incurred and fees awned to the dsts of lermknatlon end through denlobizsdon. 1, Independent Corrb1ctor. *Mos shag perform the Servloat as an Independent contractor 10. Egregligiogg. Any daleya In cr failure of performance by Kratoa shall not constitutes defetit hereunder If such delays or failures of performance are caused by ocCtaeeau'ee beyond Vie reasonable control of Krstoe. Including but not limited lo: acts 01 Doti or the public enemy; expropriation or torrasaation: rorepiferroe with soy oniarr (deny governmental authority; changes In few, ad olwas, rnberbon or aebalage or damege resulting there from: fines, floods, su�ioslorh acotdents. nota; strokes or other =mooned acts of workman, whether direct or indirect; delays In permitting or any other caste, whether similar or disaimlips. Which ane beyond the,aaaonable control of IC 'toe. In Ile event such occurrence impacts Kreloe' obligations hereunder Or reuses Koster to Incur addldonel costs. Kratos' obltgM acro shell be equitably adjusted and It 0 s1 be entitled to reimbursement for mixt adddDonel ooeta 11. Either Party may lnllets a char s by advtaing tate other Party In wrftkap of the change bells f b be necoossry, As soon ursrsateer as practicable, Krstoe atoll prepare and trbrttard to Client a oast sr Mate for the edluatmanl to the price, and a antidote impact d lhn chenge, and any affect on Knees' totally b =reply with wry of ifs otlgattons under this Agreement, inthudlnl warranties and guarsntese Giem shall advise K aloe in writing of its applovel or deapprovel of aha change if Ctlacrt approve* the change, Kratae 001 perform the Services se changed. NClsnt easepproves, the proposed change may be mitered to senior management of the Parties 12. Ggegn]ina law: Art lkatioa. The Agreemon( shall be governed by and construed In accordance with the Taws of Delman without regard to conflicts of law principles. The senior rnartapemaot of each Perly shad feat attempt to fasotvs any depute arising under this Agreerntint if a resolution cannot be rerstted, the Padres agnea to submit such depute is erhitratlon under the then current commercial arbrlrellon rules of the American Arbitration Peeocrlbn ('AMS end conduct the arblrallon el a location mutually sare:able to the Parties The @Membi decision dell be dnel and b6ldng, and maybe entered M army coat having jurisdiction thereof Each Party shell pay Os owl costs SCR*TOS resuc !rotor a fuusrf,nwhea.,G Tents dl Conditions 6 Add Access Control to 3 buidings City of Lodi ■ nd expense* Incurred in conneal:1n with the srtitrraerr, Including fegeifies, end each Peaty shail pay ons -heft the arbitrators professional fess end any adminiebtti a or Sting foes. 13. Nertirn. Al notices or olhrer cornmunrceiiona to be given by either arty to the other ahel be deemed duly given when made In writing and delivered m parson or when depoetted to the United States mea, coniine prepaid. oatlkd, shim mato requested, or sent via confirmed fecatmire, end a4dressed as follow: mama: lSratgd: Kratos Publio safety d Security Sorutians, Inc , Ann: Contract* 17-01 Pam Drive Falr lawn, NJ 07410. Tel ; (201) 3018821, Fax: (201) 794-0311 If to Cleat: *1 Client's lolomistlon below A Party may Change Its notice infommAfon by gWW1 written notice. 14. 1pbsrareitators. The Parties •oMnowdsdpe end agave the terms and omrdltions of this Agreement, 6edueing those Malley to allocations of, releases from, e x:ge tato spine nq and imlbettorns of Ilabllty neve been freely and Maly negotiated. Each Party aeiteces edges that In executing lids Agreement they hew reflect moiety on their ova judgment. belief end knoveledge, and such advbs see they many have soaked from titer awn course, end they have snot been Influenced by any representation er efaisinerte made by any other Party or ba lolausf No prevision In this Agteamenl is to be inbarpretad feror against any Party biases thet Party or Its coursed dratted such provision. In the event asst arta portion or al of this Agreement le held to be void or unenforceable, the Parties agree to negotiate in good tette to amend the terms of the Agreemen t fo effect the Intent of the Ponies as eel forth in thle Agreement Except ss olhev tie Provided henln. tete Parties agree to bet sotaty to each other with respect to iha performance afthfa Agreement. *wive may have peados et the Sento' performed by lla offilleted.entidee or their employees, in '*hitt! eland *aka shale be rospanWle tar and Chem sisal look solely to *otos ss If each Services were performed by *aloe Nintendo'. the provisions of this itwrsarnedetrit by their nature are intended lo survivable ie ishan, csnoetiatlon, con station or expiration of ihaAgreement, frtdudirq but not limbed to any exprewed limitations of or releases from liability, shell continue as veils end en10r S $o abligeticfsa of itis Betas any such termination, cancellation, mer mptetiun. or rpIrattan 1a. &MathisAgewrhrs hs by a mubaity agreeable contact executed by endbeton the Pirtle*. this Agreement seteN couplets basis for thePrtsesfnent, and supersedes err/ other nfxaaentOdon. undrrskandinQ or OQraerrtant. Orel or otteralle, indudtp terata end QOMICrse ihetmey be Waded in purrkteae orders issued by Client to Kratoe. My term orcondllfon of any purchase order shall hive no force or effel on Krabi Cr this Agreement My failure by What Pasty to enFovoe then other l arts atria pari0trnanoe of any Provision of fele AOreerrieni i#t red =made ode • solver ail* tight to subsequently ardoros such protdxlon or any other pmvls1on o&Vila Agreement leets shoe owe exclusively the algins to tiny software, pngrarr., etgordtms Greeter eopyrfg(*able materiel that was owned by or iesessd tm lerstos ptlor to tis erocut4in of lids Agreement regard us of the ass or matinee *finch mete* In to creation of any vrork product or deliverable for Client The warranties, obligations, Matilda" and remotes orate* as proalded herNfn ere etidnatve end in Neu of pry others •videble Irl fewor In equity. Indira rheas against, reamers from. assumptions of and limNotons en 1=ge1'slid 0111110one on remedies expressed In this Agreement, es orad as %givers of subrogation rfghts, shed apply notwithatendtng the foul, negigan s [vcMrs, p•eehre lotnl or ooncurrnntt, strict Iiebllty or other theory of k+puf Nobility ore* Party Indemnified. mica sed or whose liebluly is Imbed or assumed ov amine111Aeofn remedies have boon !Wiled or rights of subrogation have been wsived and sho11 extend to tea Moors. directors, employees. kansonr, . srdtaro and related &dittos of such Party end Its partners and related amides H Wales assumes that the SeNWea will be performed **men the hours of 7am to 4pm, Monday through Friday, exclusive of Krebs helldnys masa ipedAcadiy elated hefeln °thnervese, Client shalt incur add Ilona thare.s for wo rk moulted outside of these time frames. *even* Client she provide !Gatos with en electronic version of drawings for the performance of the Services. Cort shrill provide Krebs to-iosis AU *evengs Jn oioceronto fennel_ If Client cannot provide these drawings. an additional chorea may soaus for *otos to ovals drawings necessary for the 6Uon of the Services. 10. In the n0nrsl pmcass of Instaitstlon, pig sod *els in wen ansae may be required. Unless specific" staled hevin, lfrefbshiQll�prgviaione to provide any pakhing (Aeolis or pointing. 11. Emory proposal mules certain parts, pieces, crusher to be provided by Client Webs has made every Mlempt to list the rearm lids proposal. These mew sIblllfae may Include, but sr4 not limited to, AC payer connections, lighting conditions, network drops, sip addresses, and Koichi rsi integrity. KRITOS rs•s+e.r.e+nserr++resslwr Terris & Conditions 7 Exhibit 2 SKRkITO PUBLIC SAFETY & SECURITY SOLUTIONS, INC. Proposal for: Add access control doors to City Hall, Transit Station North Annex, and Carnegie Submitted to: City of Lodi PO Box 3006 Lodi, CA 952411910 Submitted by: Jeff Kunesh Kratos Public Safety & Security Solutions, Inc. 6689 Owens Drive, Suite 200B Pleasanton, CA 94588 (925) 201-5390 jeffrey. kunesh©kratospss.com www.kratospss.com Add access control doors to City Hall, Transit Stati City of Lodi Kratos Public Safety & Security Solutions, Inc. Overview Legal Entity: Kratos Public Safety & Security Solutions, Inc. Headquartered at: 4820 Eastgate Mall San Diego, CA 92121 Kratos Public Safety & Security Solutions, Inc. (Kratos PSS) is an industry leader in security system integration focused on access control, video surveillance, and building automation. We provide a full array of services to our clients such as system design, custom installation, 24/7 technical support, and remote system monitoring. We are a wholly owned subsidiary of Kratos Defense and Security Solutions, Inc. (NASDAQ: KTOS). Solutions We specialize in the design, installation, and service of security and building automation technologies and systems that protect people and property, and make facilities more comfortable and efficient. We offer superior access control, intrusion detection, and perimeter surveillance solutions by providing integrated solutions that leverage our market leading access to the broadest array of industry leading technologies and products. • 24:0015 tapansiw :wxce • resting & inspection • Factaytrairred Witticism • Remote tarok soMrx• support ��>hG mo • M-coesrap senior egrenYnh �1t� • S udialy milord support agmwmnls R0 •laming&imam �+ ■ Syaen 11102Eldarl • 1,1/plug nrnrt • E+KEwawSente • INAC COWIN • Mann merited%& service • Rona memgerert • IP d *nese BAS swam • Cannon! Ir alarms • Adrstad addrswhla fin dines • line amain a etas aamfieatbotl • Somme a Meet detticia • firo ar2lmar+rlurlrSalron •* seinplig *Nino0 • Pr-eiLm deleoliOn pM • Men meat nopassioa •afro dennarltatimg 1m" • Fite atom test & irlsactian wean • Access canal • Pluto Imaging a bodging • CCF digital sunslgance & vider3.+ayt3�n t• i • Mnusicn d+*trim •p+�j. • Nravim Sane fiy lien _ • Arwt protection & socerrip PMille SAMNA SECURITY SOLUTIONS, INC, + Sorimutar venation & c %I ng • Grpind-beurl riarr a tAemel ineerg • Tine & attendarla sestets • Pante %War sum IP & • Pie rarammCle Iopicannds • Sonny slam oelilor ng • ek ha Pre minim • Flinatewice Mardi • Nelsen • Ymuua final ladmdog/ • Ow/1g p,041 • L19411-fitchosi aye r• al race-S'4j� • Wa•>ett cnrl•Nxlic•liuu '+Qns • ("nit responder system • I/ismitated enigma • Ow only system • Man I,.Indom/wtlaa eensfhi • Phan' o mord • Pori* 8 sei[re entry Irk firm • Eiec[roEwc gate wirrms Our services and expertise span the full lifecycle of customer needs, including but not limited to design, implementation, and services including biometrics and card -reader solutions, integrated or standalone badging systems, door hardware, video surveillance, management, and data storage as well as associated advanced software solutions such as video analytics. Kratos PSS has been providing industry leading physical security solutions for over 60 years. KRMTOS NNW. SAMTY n SECURITY SOLUT1UNs InC Kratos PSS Overview 1 Add access control doors to City Hall, Transit Stati City of Lodi Our solutions and offerings deliver reliable and state-of-the-art solutions. We constantly strive to lead the way and expend significant effort and resources to ensure we update and upgrade our abilities as a security and enterprise systems integrator to deliver cost effective security management systems. We design and implement ideas that enable our customers to add value to their enterprise by enhancing the security of people and assets, increasing productivity, and improving customer services. Industries Kratos PSS serves eight major markets. These are: 1[110 :111, 4•r Advanced IP & IT Technologies NMI III 111=1 Traditional Physical SecurityTechnolagias Locations Kratos PSS has 32 locations organized in geographic regions nationally -Northeast, Mid -Atlantic, Southeast, Midwest, Southwest, Mountain, and Pacific. The map below depicts the geographic distribution of Kratos PSS locations KROTOS EMIT, SAFETY h SECIINITY SOLUTIONS IN, Kratos PSS Overview 2 Add access control doors to City Hall, Transit Stati City of Lodi Proposal Date: 01/03/2017 To: John Munoz City of Lodi PO Box 3006 Lodi, CA 952411910 Phone: (209) 333-6800 x2692 Email: jmunoz@lodi.gov Quote: 10278-1-0 From: Jeff Kunesh Kratos PSS 6689 Owens Drive, Suite 200B Pleasanton, CA 94588 Phone: (925) 201-9853 Email: jeffrey.kunesh©kratospss.com Kratos Public Safety & Security Solutions, Inc. (Kratos PSS) is pleased to submit this Proposal for your consideration. Kratos PSS hereby agrees to provide the Professional Services & Equipment as required for the Client at the location shown above, as described in the Scope of Work and Clarifications & Assumptions, as per the Kratos PSS Terms & Conditions hereinafter set forth. This Proposal is valid for 30 days from the above date unless otherwise stated in writing within this Proposal. Project Pricing ity Hall additions QTY Manufacturer Part* 4 WRITE-IN PART 1 WRITE-IN PART Description VANDERBILT AD400-CY-70-MT-RHO-626-RD-S123-RH-8B-13-049-10-025 1 3/4 -KA Wireless integrated lockset - cylynder MISC Miscellaneous installation materials, hardware, accessories, etc. Unit Price $1,400.00 $750.00 Ext. Price $5,600.00 $750.00 Carnegie QTY Manufacturer Part If 1 VAN VRCNX-M 2 2 Description VSRC-M Reader Controller wl Backplate & NEMA 1 ENCL, NO PSU WRITE-IN PART VANDERBILT SMS-6APSD Power supply WRITE-IN PART VANDERBILT PIM -400 -SMS -485 Panel Interface Module WRITE-IN PART VANDERBILT AD400-MS-70-MT-RHO-626-RD-S 123-RH-8B-09-663-10-072-1 3/4 -KA Wireless integrated lockset - mortise WRITE-IN PART VANDERBILT AD400-993R-70-MT-RHO-626-RD-S 123-RH-BB-13-049-10-025-1 3/4 Wireless integrated lockset - Panic WRITE-IN PART MISC Miscellaneous installation materials, hardware, accessories, etc. WRITE-IN PART VANDERBILT AD400-MS-70-MT-RHO-626-RD-S123-RH-8B-09-663-10-072-1 3/4 -KA Unit Price Ext. Price $1,400.00 $1,400.00 $350.00 $350.00 $1,000.00 $1,000.00 $1,600.00 $3,200.00 $1,700.00 $3,400.00 $750.00 $750.00 $1,600.00 $1,600.00 KROTOS 0.,111:0,-; �•�.. Proposal 3 Add access control doors to City Hall, Transit Stati City of Lodi ransit Station North Annex QTY Manufacturer Part/ 1 VAN VRCNX-M Description VSRC-M Reader Controller w/ Backplate & NEMA 1 ENCL, NO PSU WRITE-IN PART VANDERBILT $350.00 $350.00 SMS-6APSD Power supply WRITE-IN PART VANDERBILT $1,000.00 $1,000.00 PIM -400 -SMS -485 Panel interface module WRITE-IN PART VANDERBILT $1,400.00 $1,400.00 AD-400-CY-70-MTS PA -626 -RDS 123-RH-8B-13-049-10-0251 3/4 -KA Wireless integrated lockset - cylinder WRITE-IN PART VANDERBILT $1,450.00 $1,450.00 AD400-CY-70-MTKSPA-626-RDS 123-RH-8B-13-049-10-025 1 3/4 -KA Wireless integrated lockset - cylinder w/keypad MISC Miscellaneous installation materials, hardware, accessories, etc. Unit Price $1,400.00 Ext. Price $1,400.00 WRITE-IN PART $750.00 $750.00 inance Building QTY Manufacturer Part P 1 VAN VRCNX-M 1 VAN 2 Description VSRC-M Reader Controller wl Backplate & NEMA 1 ENCL, NO PSU WRITE-IN PART VANDERBILT SMS-6APSD Power supply PIM400-485-SMS Panel Interface Module forAD-400 Series w/ SMS NO PSU $1,000.00 $1,000.00 WRITE-IN PART VANDERBILT $1,400,00 $2,800.00 AD400-CY-70-MT-SPA-626-RDS 123-RH-4B-13-049-10-025-1 3/4" -KA MISC Micellaneous installation materials, hardware, accessories, etc. Unit Price $1,400.00 $350.00 Ext. Price $1,400.00 $350.00 WRITE-IN PART $750.00 $750.00 Project Labor Schedule QTY Description 20.00 Project Manager 100.00 Installer Rate $125.00 $125.00 Ext Price $2,500.00 $12,500.00 Financial Summar Total Equipment: Total Labor: Total Proposal Amount: Note: The above price does not include sales tax. This project has been priced at Prevailing Wage. $30,700.00 $15,000.00 $45,700.00 KROTOS PUBLIC SAFETY & SECURITY SOLUTIONS. INC Proposal 4 Add access control doors to City Hall, Transit Stati City of Lodi Notice: These documents contain data proprietary to Kratos Public Safety & Security Solutions, Inc., which submits these documents In confidence with the understandblg that such data shall not be duplicated, used, or disclosed - In whole or in part - for any purpose without the prior, written consent of Kratos Public Safety & Security Solutions, Inc. The customer is implicitly authorized to reproduce pages for evaluation of thls proposal or to excerpt pages or information for incorporation Into customer briefings, proposals, et cetera that endorse the products and services of Kratos Public Safety & Security Solutions, Inc. City of Lodi hereby authorizes Kratos Public Safety & Security Solutions, Inc. to perform the work in accordance with the attached quote dated 01/03/2017, iri the amount of $45,700.00. Approval Customer Signature Date Kratos PSS Signature Date Print Name Print Name KROTOq Proposal 5 Add access control doors to City Hall, Transit Stati City of Lodi Scope of Work Kratos to provide access control to the following building and doors (PHASE 2): CITY HALL Break Room 2 Rest Rooms Engineering *"*This building has new Vanderbilt panel from Phase 1. $8,650.00 Price does not include tax. Materials = $6,350.00 CARNEGIE Lower (ISD) Exterior South Door 1 South Door 2 Basement West East Large Conference Room *"*This building will also receive new Vanderbilt panel. Existing panel to be abandoned. $16,450.00 Price does not include tax. Materials = $11,700.00 TRANSIT STATION NORTH ANNEX Counting Room North Exit ***This building will also receive new Vanderbilt panel. Existing panel to be abandoned. $9,950.00 Price does not include tax. Materials = $6,350.00 FINANCE BUILDING Vault Door Lobby Door Employee Door Basement Door *"*This building will also receive a new Vanderbilt panel. Existing panel to be abandoned. $10,650.00 Price does not include tax. Materials = $6,300.00 TOTAL5YSTEM INVESTMENT $45,700.00 Price does not include tax. *****The manufacturer is scheduled to have a price increase on October 3rd. They have not disclosed how it will affect this proposal yet. To ensure pricing is valid, this proposal must be accepted or signed before September 28th so i can book it and issue the manufacturer an order before September 30th. This proposal reflects the recent price increase from the manufacturer as well as the addition of the Finance Building and Camegie Conference Room to phase 2 of the city wide project. Exceptions / Notes KROTOS PUMA wETT•S SlYmwnOMf,MC- Scope of Work 6 Add access control doors to City Hall, Transit Stati City of Lodi Terms & Conditions The following terms and conditions are entered into between the party receiving this proposal ("Client"), and Kratos Public Safety & Security Solutions, Inc. ("Kratos"). Client and Kratos may be referred to herein Individually as the "Party' or collectively as the "Parties." In the event a contract is not entered into between the Parties, the terms and conditions set forth herein shall constitute the agreement ("Agreement") between the Parties. 1. Scone and ComoensaUoq. Kratos shall perform on behalf of Client services as described in the scope of work section above ("Services") and shall be compensated according to the pricing set forth herein ("Fees"). Client shall pay Kratos within thirty (30) days of the date of Kratos' invoice. Any amount in an invoice which is disputed by Client shall be resolved by senior management of the Parties and once resolved, shall be paid within ten (10) days of the date of resolution. Client shall pay interest on outstanding invoiced amounts at the lesser of the maximum amouht permitted at law or at the rate of one and one-half percent (1.5°x) of the overdue'amount due per month. Payment of interest on overdue accounts shall not excuse payment of the principal amount. All taxes and similar assessments, levies and government -imposed obligations with respect to Kratos' income derived from its performance of Services shall be paid by Kratos. Client shall pay all other applicable taxes. 2. Term of Agreement The term of this Agreement shall be one (1) year from the Effective Date unless otherwise terminated In accordance with this Agreement. 3. Warranty. Kratos warrants it shall perform its Services in accordance with the current standards of care and diligence normally practiced by professionals in performing services of a similar nature. If, during a one (1) year period following the completion of the Services, Client shows that there is an error in the Services as a result of Kratos' failure to meet those standards, and Client has notified Kratos In writing of any such error within that period, Kratos shall perform such corrective services within the original scope of Services as may be necessary to remedy such error. 4. Equipment. ff Kratos is providing equipment or materials, Client hereby accepts delivery of such equipment or materials at the point of origin at Kratos' freight forwarder and assumes ownership of the equipment or materials at such point. Unless otherwise stated, Kratos, for the protection of Client, shall demand the warranty for equipment or materials, or guarantees for the procurement of services from all vendors and subcontractors to be made available to Client to the full extent of the terms thereof. Kratos' liability with respect to such equipment and materials obtained from vendors or services from subcontractors shall be limited to procuring guarantees from such vendors or subcontractors and rendering all reasonable assistance to Client as part of the Services for the purpose of enforcing the same. 5. Insurance. Each Party shall take out and maintain at its own expense all insurance necessary to cover its obligations under the Agreement. 6. Liability. Kratos shall hold Client harmless against any and all claims, demands and causes of action for injury to or death of persons or for damage to tangible property (other than property of Client) to the extent caused by the negligent acts of Kratos. Kratos' liability under this Agreement shall not exceed the compensation actually paid by Client to Kratos under this Agreement, and, to the fullest extent permitted by law, Client agrees to release, defend, and hold Kratos and its affiliates and each of their respective successors, assigns, employees, agents, officers and directors harmless from and against any and all further liability arising in any manner from this Agreement and Kratos' performance of the Services. Client agrees to waive, and shall require its insurers to waive, subrogation against Kratos under any applicable policy of insurance. NEITHER PARTY SHALL BE RESPONSIBLE OR HELD LIABLE TO THE OTHER FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF INVESTMENT, LOSS OF PRODUCT OR BUSINESS INTERRUPTION, HOWSOEVER CAUSED. 7. Confidential Information. Each Party may make available to the other access to certain trade secrets and other confidential technical, business and financial information, including the contents of this Agreement and the Exhibits thereto (collectively, "Confidential Information"). So long as and to the extent that Confidential Information is marked "Confidential" or "Proprietary" (if in tangible form) or is not generally available to the public from other sources, each Party shall safeguard such Confidential Information in the manner in which it safeguards its own confidential information, and shall not disclose Confidential Information to its employees, contractors and agents, except to the extent necessary to enable it to fulfill its obligations under this Agreement. The obligations of this Section 7 shall survive for two (2) years after the termination or expiration of this Agreement. Client shall indemnify Kratos from third party liability arising from any unintended use or unauthorized disclosure. 8. Termination. Either Party may, with or without cause, terminate the Services at any time upon ten (10) working days' written notice to the other Party. In either case, Kratos shall be paid costs incurred and fees earned to the date of termination and through demobilization. 9. Independent Contractor. Kratos shall perform the Services as an independent contractor. 10. Force Mateure. Any delays in or failure of performance by Kratos shall not constitute a default hereunder if such delays or failures of performance are caused by occurrences beyond the reasonable control of Kratos, including but not limited to: acts of God or the public enemy; expropriation or confiscation; compliance with any order of any govemmental authority; changes in law; act of war, rebellion or sabotage or damage resulting there from; fires, floods, explosion, accidents, riots; strikes or other concerted acts of workmen, whether direct or indirect; delays in permitting; or any other causes, whether similar or dissimilar, which are beyond the reasonable control of Kratos. In the event such occurrence impacts Kratos' obligations hereunder or causes Kratos to incur additional costs, Kratos' obligations shall be equitably adjusted and it shall be entitled to reimbursement for such additional costs. 11. Change Management. Either Party may initiate a change by advising the other Party in writing of the change believed to be necessary. As soon thereafter as practicable, Kratos shall prepare and forward to Client a cost estimate for the adjustment to the price, and a schedule impact of the change, and any effect on Kratos' ability to comply with any of its obligations under this Agreement, including warranties and guarantees. Client shall advise Kratos in writing of its approval or disapproval of the change. If Client approves the change, Kratos shall perform the Services as changed. If Client disapproves, the proposed change may be referred to senior management of the Parties. 12. Governing Law: Arbitradon. The Agreement shall be govemed by and construed in accordance with the laws of Delaware without regard to conflicts of law principles. The senior management of each Party shall first attempt to resolve any dispute arising under this Agreement; if a resolution cannot be reached, the Partles agree to submit such dispute to arbitration under the then current commercial arbitration rules of the American Arbitration Association ("AAA") and conduct the arbitration at a location mutually agreeable to the Parties. The arbitrator's decision shall be final and binding, and may be entered in any court having jurisdiction thereof. Each Party shall pay its own costs KR TOS Terms & Conditions 7 Add access control doors to City Hall, Transit Stati City of Lodi and expenses incurred in connection with the arbitration, including legal fees, and each Party shall pay one-half the arbitrator's professional fees and any administrative or filing fees. 13. Notices. All notices or other communications to be given by either Party to the other shall be deemed duly given when made in writing and delivered in person or when deposited to the United States mail, postage prepaid, certified, return receipt requested, or sent via confirmed facsimile, and addressed as follows: If to Kratos: Kratos Public Safety & Security Solutions, Inc., Attn: Contracts, 17-01 Pollitt Drive Fair Lawn, NJ 07410, Tel.: (201) 301-6921, Fax: (201) 794-8341. If to Client: at Client's information below. A Party may change its notice information by giving written notice. 14. Interpretation. The Parties acknowledge and agree the terms and conditions of this Agreement, including those relating to allocations of, releases from, exclusions against and limitations of liability have been freely and fairly negotiated. Each Party acknowledges that in executing this Agreement they have relied solely on their own judgment, belief and knowledge, and such advice as they may have received from their own counsel, and they have not been influenced by any representation or statements made by any other Party or its counsel. No provision in this Agreement is to be interpreted for or against any Party because that Party or its counsel drafted such provision. In the event that any portion or all of this Agreement is held to be void or unenforceable, the Parties agree to negotiate in good faith to amend the terms of the Agreement to affect the Intent of the Parties as set forth in this Agreement. Except as otherwise provided herein, the Parties agree to look solely to each other with respect to the performance of this Agreement. Kratos may have portions of the Services performed by Its affiliated entities or their employees, in which event Kratos shall be responsible for and Client shall look solely to Kratos as if such Services were performed by Kratos hereunder. The provisions of this Agreement which by their nature are intended to survive the termination, cancellation, completion or expiration of the Agreement, including but not limited to any expressed limitations of or releases from liability, shall continue as valid and enforceable obligations of the Parties notwithstanding any such termination, cancellation, completion, or expiration. 15. Miscellaneous. Until this Agreement is superseded by a mutually agreeable contract executed by and between the Parties, this Agreement shall constitute the complete basis for the Agreement, and supersedes any other representation, understanding or agreement, oral or otherwise, including terms and conditions that may be included in purchase orders issued by Client to Kratos. Any term or condition of any purchase order shall have no force or effect on Kratos or this Agreement. Any failure by either Party to enforce the other Party's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. Kratos shall own exdusively the rights to any software, program, algorithm or other copyrightable material that was owned by or licensed to Kratos prior to its execution of this Agreement, regardless of the use or presence of such material in the creation of any work product or deliverable for Client. The warranties, obligations, liabilities and remedies of Client as provided herein are exclusive and in lieu of any others available at law or in equity. Indemnities against, releases from, assumptions of and limitations on liability and limitations on remedies expressed in this Agreement, as well as waivers of subrogation rights, shall apply notwithstanding the fault, negligence (whether active, passive, joint or concurrent), strict liability or other theory of legal liability of the Party indemnified, released or whose liability is limited or assumed or against whom remedies have been limited or rights of subrogation have been waived and shall extend to the officers, directors, employees, licensors, agents, partners and related entities of such Party and its partners and related entities. 16. Installation Time. Kratos assumes that the Services will be performed between the hours of 7am to 4pm, Monday through Friday, exclusive of Kratos holidays. Unless specifically stated herein otherwise, Client shall incur additional charges for work required outside of these time frames. 17. Drawinos. Client shall provide Kratos with an electronic version of drawings for the performance of the Services. Client shall provide Kratos to -scale AUTOCAD drawings in electronic format. If Client cannot provide these drawings, an additional charge may accrue for Kratos to create drawings necessary for the completion of the Services. 18. Patch/Paint Exclusion. In the normal process of installation, patching and painting in certain areas may be required. Unless specifically stated herein, Kratos has not included provisions to provide any patching of walls or painting. 19. Client Responsibiiltie$. Every proposal requires certain parts, pieces, or labor to be provided by Client. Kratos has made every attempt to list the responsibilities of Client in this proposal. These responsibilities may include, but are not limited to, AC power connections, lighting conditions, network drops, or IP addresses, and structural integrity. KROTOS nom =MUtT q III Mull, UrNinialTt IN Terms & Conditions 8 RESOLUTION NO. 2017-16 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC., OF SAN DIEGO, FOR REPAIRS AND MAINTENANCE OF CITY SECURITY DOORS, GATES, AND ACCESS CONTROL WHEREAS, on August 20, 2014, City Council approved a Professional Services Agreement with Kratos Public Safety & Security Solutions, Inc., for on-call repairs and maintenance for all City facility security doors, gates, and access control for a period of five years; and WHEREAS, on June 15, 2016, City Council authorized Amendment No. 1 that included the installation of additional access control equipment at City locations that had no access control; and WHEREAS, Kratos Public Safety & Security Solutions, Inc., has been designated as the sole supplier of these systems in past Council actions, to keep all systems consistent and allow for interoperability; and WHEREAS, the proposed Amendment No. 2 to the Professional Services Agreement includes installing access control equipment at the following locations: City Hall break room City Hall basement restrooms City Hall engineering door Carnegie lower exterior door (Internal Services Department) Carnegie south door 1 Carnegie south door 2 Carnegie west basement door Carnegie east large conference room door Transit Station counting room Transit Station north exit Finance vault door Finance lobby door Finance employee door Finance basement door WHEREAS, staff recommends that the City Council authorize the City Manager to execute Amendment No. 2 to the Professional Services Agreement with Kratos Public Safety & Security Solutions, Inc., of San Diego, for Repairs and Maintenance of City Security Doors, Gates, and Access Control, in the amount of $50,000. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 2 to the Professional Services Agreement with Kratos Public Safety & Security Solutions, Inc., of San Diego, California, for Repairs and Maintenance of City Security Doors, Gates, and Access Control, in an amount not to exceed $50,000. Dated: February 15, 2017 I hereby certify that Resolution No. 2017-16 was passed and adopted by the City Council of the City of Lodi in a regular meeting held February 15, 2017 by the following vote: AYES: COUNCIL MEMBERS — Chandler, Johnson, Mounce, Nakanishi, and Mayor Kuehne NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None ",24/ta_tiA NNIFER FERRAIOLO City Clerk 2017-16