HomeMy WebLinkAboutCashel Corporation dba Integrated Media Systems; 2016-02-04;AGREEMENT FOR AUDIO VISUAL AND LIGHTING DE-INSTALLATION SERVICES
CASHEL CORPORATION DBA INTEGRATED MEDIA SYSTEMS
I: THIS AGREEMENT is made and entered into as of the 14R-- day of
2016, by and between the CITY OF CARLSBAD, a municipal
corporation, ("C. "), and Cashel Corporation DBA Integrated Media Systems, a California
corporation, ("Co tractor").
RECITALS
A. City requires the professional services of a contractor that is experienced in providing
professional de-installation of audio visual and lighting equipment.
B. Contractor has the necessary experience in providing these professional services.
C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to
perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in Exhibit "A", attached and incorporated by this reference in
accordance with the terms and conditions set forth in this Agreement.
2. TERM
This Agreement will be effective for a period of one month from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed shall not exceed four thousand, nine
hundred ninety dollars ($4,990.00). No other compensation for the Services will be allowed except
for items covered by subsequent amendments to this Agreement. City reserves the right to
withhold a ten percent (10%) retention until City has accepted the work and/or the Services
specified in Exhibit "A."
4. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent contractor and in pursuit of Contractor's
independent calling, and not as an employee of City. Contractor will be under the control of City
only as to the results to be accomplished.
5. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
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compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
6. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile
liability insurance, a combined policy of workers' compensation, employers liability insurance, and
professional liability insurance from an insurance company authorized to transact the business of
insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII";
OR with a surplus line insurer, on the State of California's List of Approved Surplus Line Insurers
(LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-
admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest
quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each,
unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor
will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-
made coverage. The insurance will be in force during the life of this Agreement and will not be
canceled without thirty (30) days prior written notice to the City by certified mail. City will be named
as an additional insured on General Liability which shall provide primary coverage to the City. The
full limits available to the named insured shall also be available and applicable to the City as an
additional insured. Contractor will furnish certificates of insurance to the Contract Department,
with endorsements to City prior to City's execution of this Agreement.
7. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
8. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License
for the term of this Agreement.
9. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written notice
to the other party. City will pay Contractor's costs for services delivered up to the time of
termination, if the services have been delivered in accordance with the Agreement.
10. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of
false claims as set forth in the California False Claims Act, Government Code sections 12650, et
seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges
that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this
Agreement.
11. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes
between the parties arising out of this Agreement is the State Superior Court, San Diego County,
California.
12. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become
due under it, without the prior written consent of City.
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BAR RA ENGLESON
By:
CELIA A. BREW R, City Attorney
By:
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City Attorney
13. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment will
be in writing, signed by both parties, with a statement of estimated changes in charges or time
schedule.
14. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
6X-1,72/r)"Y)
By:
(sign here) Public Works ctor Pat Thomas
7
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(Brad Caldwell, President & CEO, IMS)
ATTEST:
City Clerk
(Lori Caldwell, Secretary, IMS)
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following
two groups:
Group A. Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
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EXHIBIT "A"
SCOPE OF SERVICES
Scope to include to coordinate and uninstall audio visual ("A/V") and lighting equipment, as required, from the
Ruby G. Schulman Auditorium located at 1775 Dove Lane, Carlsbad, CA, 92011 for relocation by the City to the
Farmer's building located at 5815 El Camino Real, Carlsbad, CA 92008.
The scope of work is agreed to include:
1. Work with City representative(s) to evaluate the existing systems and equipment prior to any system
disassembly. Identify through tagging all equipment that will be repurposed for use in a new system
configuration as outlined in Schulman Auditorium A/V design specification.
2. Identify and tag equipment into three categories based on the following criteria:
a. Equipment identified to be decommissioned.
b. Equipment that meets new design specifications and may be used in the future for newly remodeled
Schulman Auditorium.
c. Equipment that meets new design specifications and will need to be reconfigured and integrated
with new design equipment.
3. Uninstall tagged equipment, prepare equipment for transport, an'd move equipment to a City designated
onsite location to be stored on site until City can arrange transport to offsite storage facility.
4. All work must be begin the week of Feb. 1 and occur over three working days. Specific dates will be
coordinated with Programs and Venues Coordinator Keith Gemmell.
5. During the de-installation, IMS staff will work with City to inventory equipment and connection points to
remain intact during demolition and construction of the Schulman Auditorium.
6. This work will include several phone calls and emails with City before the work begins to discuss logistics
and finalize the schedule.
Hourly pay schedule for IMS staff:
Project Manager $120/hour Engineer $150/hour
Technician $110/hour Drafting $150/hour
Compensation for this work shall not exceed the amount of $4,990.00, payable upon IMS providing a
detailed invoice of work performed and satisfactorily completing the project acceptable by Programs and
Venues Coordinator Keith Gemmell or designated representative.
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