HomeMy WebLinkAboutH and H System Integration Inc; 2020-03-05; PSA20-1025LIBPSA20-1025LIB
City Attorney Approved Version 6/12/18 1 of 5
AGREEMENT FOR AUDIO-VISUAL TECHNICAL CONSULTANT SERVICES H & H SYSTEM INTEGRATION, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and H & H SYSTEM INTEGRATION, INC., a California corporation, ("Contractor”).
RECITALS
City requires the professional services of an audio-visual technical consultant that is experienced in sound system design and installation. Contractor has the necessary experience in providing these professional services, 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 WORKCity 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 inaccordance with the terms and conditions set forth in this Agreement.
2.TERMThis Agreement will be effective for a period of one (1) year from the date first above written.
3.COMPENSATIONThe total fee payable for the Services to be performed will be not to exceed three thousand dollars($3,000). No other compensation for the Services will be allowed except for items covered bysubsequent 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 CONTRACTORContractor 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 Cityonly as to the results to be accomplished.
5.INDEMNIFICATIONContractor agrees to indemnify and hold harmless the City and its officers, officials, employeesand volunteers from and against all claims, damages, losses and expenses including attorneysfees 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 orindirectly 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’
DocuSign Envelope ID: E602401D-D1AD-4B14-9803-E07A68581C60
5th
March
PSA20-1025LIB
City Attorney Approved Version 6/12/18 2 of 5
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.INSURANCEContractor will obtain and maintain policies of commercial general liability insurance, automobile
liability insurance, a combined policy of workers' compensation, employers liability insurance, andprofessional liability insurance from an insurance company authorized to transact the business ofinsurance 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) latestquarterly 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. Contractorwill 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 becanceled without thirty (30) days prior written notice to the City by certified mail. City will be namedas an additional insured on General Liability which shall provide primary coverage to the City. Thefull limits available to the named insured shall also be available and applicable to the City as anadditional insured. Contractor will furnish certificates of insurance to the Contract Department,
with endorsements to City prior to City’s execution of this Agreement.
7.NOTICES
The name of the persons who are authorized to give written notice or to receive written notice onbehalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Jessica Padilla Bowen Name Steven Hesselbach
Title Community Relations Manager Title Chief Executive Officer
Department Library & Cultural Arts Address 9921 Carmel Mt. RD., Suite 177
City of Carlsbad San Diego, CA 92129
Address 1775 Dove Ln Phone No. 858-484-1000
Carlsbad, CA 92011 Email steve@hhsi-inc.com
Phone No. 760-602-2024
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
8.CONFLICT OF INTERESTContractor shall file a Conflict of Interest Statement with the City Clerk in accordance with therequirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall reportinvestments or interests in all categories.
Yes No
9.COMPLIANCE WITH LAWSContractor will comply with all applicable local, state and federal laws and regulations prohibiting
x
DocuSign Envelope ID: E602401D-D1AD-4B14-9803-E07A68581C60
PSA20-1025LIB
City Attorney Approved Version 6/12/18 3 of 5
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement.
10. 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. 11. 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. 12. 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.
13. 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. 14. 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. // // // //
//
// //
// // // //
DocuSign Envelope ID: E602401D-D1AD-4B14-9803-E07A68581C60
PSA20-1025LIB
City Attorney Approved Version 6/12/18 4 of 5
15. AUTHORITYThe 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 authorityto bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR H & H System Integration, Inc. CITY OF CARLSBAD, a municipal corporation of the State of California
By: By:
(sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager
(print name/title)
By:
(sign here)
(print name/title)
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:
CELIA A. BREWER, City Attorney
By: Assistant City Attorney
DocuSign Envelope ID: E602401D-D1AD-4B14-9803-E07A68581C60
Steven Hesselbach, President
Monica Hesselbach, Secretary
PSA20-1025LIB
City Attorney Approved Version 6/12/18 5 of 5
EXHIBIT “A” SCOPE OF SERVICES
Contractor will make recommendations on revising the Request for Bids (RFB) for the Carlsbad City Library Schulman Auditorium sound system installation, PWS20-889LIB, to reduce the required professional qualifications (i.e., certifications), submittals, equipment and facilities (i.e., testing facilities) to those necessary for Contractor to perform the work specified in the RFB. Contractor is expected to work a total of no more than 15 hours at $200.00 per/hour during the entirety of the project. The breakdown of hours is as follows: RFB review: 10 hours
Report to client: 5 hours Total Estimated Hours: 15
Invoicing/Payment: All invoices shall be submitted to Community Relations Manager Jessica Padilla Bowen and shall be sufficiently detailed to include related activity hours. Invoice approval will be completed by the City’s Library & Cultural Arts Director or designee.
DocuSign Envelope ID: E602401D-D1AD-4B14-9803-E07A68581C60