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HomeMy WebLinkAboutH&H System Integration Inc; 2017-03-31;AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR AUDIOVISUAL CONSUL TING BETWEEN CITY OF CARLSBAD AND H&H SYSTEM INTEGRATION, INC. 7Yl This rdment No. 1 is entered into and effective as of the ')_,?:, c~ay of 4,/\...(: , 20.i, extending and amending the agreement dated March 31, 2017 (the "Agreement") by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and H&H System Integration, Inc., a corporation ("Contractor"). RECITALS A. On March 31, 2017, the Parties executed the Agreement for Contractor to provide audio/visual technical services to include engineering, and repair services for city audio and video equipment. B. The Parties desire to extend and amend the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on March 31, 2019 on a time and materials basis not- to-exceed twenty five-thousand dollars ($25,000.00) and shall be billed at the rate of: $125 per hour for contract work under purchase order $165 per hour emergency calls (nonscheduled) 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill /II /II /II Ill /II City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR By: CITY OF CARLSBAD, a municipal corporation of the State of California By: (sign here) Citv,..~rau S,€.vE: \-1 {\. . \-\ E.5..5 C:.L.. ~c~ -:P!Zc~~ (print name/title) 7 By: . rJ!lAryu~ ~ (sign here) Monica.... fit ssdl?a.ch 1 .s~tl:a..d (print name/title) BARBARA ENGLESON City Clerk 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: City Attorney Approved Version 1/30/13 ? ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATe (MM/00/YYYV) ~-03/01/2018 THIS CERTIACATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIACATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. . .. - IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pallcy(lea) must be endaraed. If SUBROGATION IS WAIVED, subject to the terms and conditions or the policy, certain policies may require an endorsement. A statement on this certificate does nol confer rights to the certificate holder In lleu of such endorsement(s). PRODUCER CONTACT !~o. Ext): (888) 661-3938 I r~.No,, -- ALLIANT INSURANCE SERVICES INC 701 B ST 6TH FL (877) 51;2-6091 -·-- SAN DIEGO, CA 921018156 annnr~~. Servlce.center@traveters.com ltlSUREA(SI AFFORDING COVEAA(lt; NAIC# (888) 661-3938 ·-"•·-· .... .. -->------ INS\JRER A : TRAVELERS PROPERri CASUAL TV COMPANY OF AMERICA I-· ... ----~---··--·· ------·· ---· "" ·-·---- INSURED INSUREII B: H & H SYSTEM INTEGRATION, INC. INSURER C: 9921 CARMEL MOUNTAIN AD .• #177 .. ,.,_ 1---· SAN DIEGO, CA 92129 INSURER D: -··-·· INSURER E: ----··---·-· INSURER F; ---_ .. ------·--.. -- COVERAGES --· CERTIFICATE NUMBER: 487143954371850 REVISION NUMBER: .... --· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOlWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WIIB RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEIII REDUCED BY PAID CLAIMS. INSRI ADDL SUBR POLICY EFF POLICY EXP LTRj .. _ .. TYPE OF INSURANCE INS!> WVD POLICY NUMBER lM"l/DortYYYJ (MMIDDIVYYY) LIMITS --... -· .. ·------.. -· A X COMMERCIAL GENERAL LIABILITY X X 680-6715X053-17 05/19/2017 05/19/2018 EACH OCCURRENCE $1 000000 DAMAGE'TO R<NTED = r:::JcLAIMS-MADE 00 OCCUR pnr-••1~EQ 1E.a ---:·r----' $300,000 MEO EXP tAnu one n,erson\ $5000 ,--.. ···--·-·-PERSONAL & ADV ''" •URV $1 000 000 - GEN'l AC;GREGATF I !Mil Al'l'LttS PER nENERAI A""RSr.ATF $2,000 000 ~POLICY DPRO DLOC PH"U"''T~ '"' 'Pl"" AGG $2,000,000 JECT OTHER $ COMBINED SINGLE LIMIT $ AUTOMOBLE LIABILITY (Ea scr.<leol) -ANY AUTO ROOIL V INJURY (Por pers,.mJ $ ~ ALL OWNED BSCHEOUIFO ~ AUTOS I\UTOS BODILY INJURY (Per accidcnl) $ HIRF.!JAU10S NON-OWNEU AUTOS PROPERTY DAMAGf >--(POf a<:Ct(h)nt) $ >--______ .. , ·----.. -· $ HUMBREl.Ut UAB ~ OCCUR EACH OCCUMRENCE $ EXCESS UAII . . _ 1 CLAIMS-MADE AGGREGATE u DEDO AEffNTION $ $ $ WORKERS COMPENSATION NIA I ~~~TUTE I 10TH AHO EMPLOYERS' UABll.lT'I VIH [A ANY PROPRIE10Hll-'AATNFRIF1FCU1IV!, D E L. EACH ACCIUl:NI $ OFFICFR1MEM8cf1 EXCI.UDFfl? ··-(Mandatory i,, NHI E.L DISEASE EA CMPLOVEE $ ilst~1i\~~~e o~(~PEAATIONS below E L OISEASE POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addhlonal Retn.lrtc1 Schedule, may be 1llachld II more apace 11 NlqUlred} AS RESPECTS TO GENERAL LIABILITY, THE CITY OF CARLSBAD, ITS OFFICIALS, EMPLOYEES ANO VOLUNTEERS ARE ADDITIONAL INSURED PER FORM CG 02 48 • BLANKET ADDITIONAL INSURED (CONTRACTORS OPERATIONS), BUT ONLY AS RESPECTS TO WOAI< PERFORMED BY THE INSURED AS RESPECTS TO GENERAL LIABILITY, COVERAGE IS AFFORDED ON A PRIMARY ANO NON-CONTRIBUTORY BASIS AS PER CG DO 37 · OTHER INSURANCE· ADDITIONAL INSUREDS. AS RESPECTS TO GENERAL LIABILITY, SUBROGATION AGAINST THE CITY OF CARLSBAD, ITS OFFICIALS, EMPLOYEES AND VOLUNTEERS , HAS BEEN WAIVED PER CG D1 86. CERTIFICATE HOLDER CANCELLATION THE CITY OF CARLSBAD 1200 CARLSBAD VILLAGE DRIVE CARLSBAD, CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE OEUVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ~ ~ • ~,-...,_J © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD ACC>Rd° /\.TL I ll·\l~CM~HH>n,,1 \,,,_--CERTIFICATE OF LIABILITY INSURANCE ROOl 2/27/2018 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S}, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rlahts to the certificate holder In lieu of such endorsementlsl. PR-w••~ fONlACT NAMf· AU'TO CLUB fNSURANCE AGENCY LLC/PHS PHONF {NC. Nu. Cxl) (8(,f,) 4(, 1-8/30 !~AX fl.JC. No) (888) 4 4 i · C 1 ·1? ?53682 P: (866) 467-8'7)0 F· (888) 443-611?. f.MAII /\OOnESS. PO BOX 33015 1~~8l1Rfk{S) AFFURDINC COVFHAGF NAIC;it '.,AN AN'TO"lrO TX / 8). fi '-i tN5UBCHA JL:t LI l 1H d [\,·,:1,it,,ri!. ,; I ·1,1,~mn 1 t. y \.() //F,7 ·----.... .. . . . . -.. tNSIJRED INSltlff~ f1 f!\l~URFR ~ H I, H SYSTEM TN'T'EGRATION, TNC. INRHUHID· 99/] CARMF.l. MOlJN'Tl\TN !{I) Jt 1 Tl INSUll[R ( -SAN DIEGO CA 9:21?9 INSUHfH r COVERAGES CERTIFICATE NUMBER: REVISION NUMBER· THIS IS TO CERTU-Y THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDIGATEO NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF J\NY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED DR MAY PERTAIN, THE INSURANCE AFFORDED IJY TH[ POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS l'tw\'lt rrr1-.· o,.-t.\,\'f·1u,o ~~~~~~-·~·~:-~!! l"tJJ.ICJ" .\l.'.'lllll::.'N 1"01.l(Yl,t·r rt>I.U"J'l:.\"P 1.u11n ,,. tMMIT)l-"'lTt•·i ....... ,., • .,~ • I"\ COMMERCIAL GENERAL LI.\BILITY ~ACH OCCUH!·U:NCF -.J CLAIMS-MADE Qocc.:uK 0AMAGE lOKeNIHl --f-lHE::M1Sl:.S (E:tt o<:t:11rru1100J MEO EXP (Arw onu u.a<u,o) -----.. . ... r'f.RSONAL & /IJJV INJtJK'r' - lN'L AGGRl~GATr LIMIT APPLIES Prr<· GEN'l:::RALAGGKl:.llAII:. ,, l'OLICY PRO· D I()(: PRODUCTS -COMP/(W A(Hi JtCT OTHEK· AUTOMOBILE LIABILITY COMBIN€0 SINGLE LtMI I :1,000,000 (E.1 ucclCleOI) -ANYAIJTO BODIL Y INJURY {Por ptit'Sl-.O) -OWNfO X SCHFOUIFO A )/ 11,.:· "l'lj89c:i J Oil/ll//011 :JP /1 l /7() 1H UODII Y IN.JlJHY (Pur iM:•·ltltinl) -AUTOS ONLY .......:.. AUTOS HmEO NON-OWNfD t-'HOPl:..H I Y LJAMAGl:. AUTOS ONLY AUTOS ONLY (PeraCTJdr.nl) . -- UMBRElLA LI.\B --iOCCIJK l!ACH OCCUH:H:f...Nf.l" : -·· -·--· ---~~ ·--·· - EXCESS LIAB CLAIMS-MADE AGGREGAIE ll<UI IH~ ff Nl1UN S ' 1111111:Eas co,,ri·., ... r '"'·' ,~~~Tl,TF I J:HH- l.\11 r.ttPI.Urt-ll\'' I.I IBIJ tn rn ANY i-'HOl-'Hlt l Of~n-,Al-f I Nt-:Hft" Xt::(';U 1Ivr YIN " ._ACH AC:C:IDt-N f 01 t lC~ftiM~MlU:H t:X\.UJllf-1r1 D HIA ~ (IMndator)I In NH} l:: L 015EASt-C"A !:::MPLOVtl::: ,__ If ye,;, rh:1~r.nbe under EL DISEASE -POLICY UMI I ., DESC.:t<IPIION OF OPF't<Al IONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addltlonal Ramm, khod..,_, may bo altachod If mora •p11<0 1, roqukod) 'Those USU<ll to the Insured':., Opcr·,H.ion~;. CERTIFICATE HOLDER City of Carlsbud, its official~, empl oy1-,es and vo I 1mt.eers 1 ?.00 CART.SBA!) VTT.T.ACF'. rm CART.:;HAD, CA 9).008 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE _, 6un'A./) £ C ~~_,,.~, © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD H&HSYST-01 LWANG2 ACORD CERTIFICATE OF LIABILITY INSURANCE ' OATEtMMIDDIYYYY) ~ 2/27/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BYTHEPOLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed H SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the -·-certificate holder in lieu of such endorsement(s). ·------ ~UC£R License# 0C36861 CONTACT NAME: Inland Empire-Alliant Insurance Services, Inc. r~:o, Exl) (909) 886-9861 rffc. No): (909) 886-2013 735 Carnegie Dr Ste 200 -MAIi. San Bernardino, CA 92408 ADDRESS· INSURER(S) AFFORDING COV~RAGE NAICIJ INSURER A: State Compensation Insurance Fund of California 35076 INSURED INSURER B · H&H System Integration Inc. INSURER C: 9921 Carmel Mt. Rd. Pmb 177 lp,jSURER D: San Diego, CA 92129 INSURER E. INSURER f · COVERAGES CERTIFICATE NUMBER-REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED N/\MEO ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED ttEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE IN5D WVD POLICY p,jUMBl!'R (MM/DD/YVYY) (MMll>O/YYYY) LNITS ~. COMMERCIAL GENEflAL LIABILITY EACH OCCUHRCNCE s DAMAGE TO RrNTED CLAIMS-MADE QL't;Utt PREMISES (Ea occurrenw) $ MFD FXP (Any one p<,rson) $ l'EH50NAI l'. ADV INJUHY $ c;~ N"L AGGHFCiA 1 c LIMI I APPi lfS Pm GENE.HAL AGGKfGATF $ POI.ICY PHO-LOC PRODUCTS -COMl'IOP AGG $ JECT OTHER -·-· ·-·-.,, .. _, . -· -· $ -·-·------COMBINFO SINGI.E LIMl1 AUTOMOBILE LIABILITY (E.ta<:l,Mtml) $ ANY AUTO ilODll Y INJURY (Po, person) s ALL OWNED SCHEDULED l::ICJOIL Y INJUHY {Per accident) $ AUTOS AUTOS NON-OWNlc.0 r'HOPEf<TY DAMAGE $ HIHFD AUIOS AUTOS WF1f au:M.hm1) $ ~-,..,~ ·-·-UMBRELLA LIAO OCCUR EACH OCCUHHC::~CC $ EXCESS LIAB CLAIMS MADE ACCHEGAft $ DEO HETENTIONS ----------·--·--·-·· --. -s l'ER . ··m1-1. -WORKERS COMPENSATION X AND EMPLOYERS' LIABILITY STATUT[. ER A YIN 190872817 09/01/2017 09/01/2018 1,000,000 ANY PROPRIETOfi/P/\RTN[RJ[XC:CUTIVE _jN/A EL EACI-! ACCIDENl s OFFtCE~~EMBC:R C:XCLUOED? 1,000,00~ tMondalo,y In NH) rt DISEASE' EA EMPLOYEE s If yo:s, de::.cnbA rnnhff 1,000,00! DESCRIPTION Q, OrERATIO_NS b81uw ---.... -, -·--~------• ~ L. DISEASE· ~OUCYLIMIT s - ·-----------DESCRIPTION OF OP£RATIOHS I LOCATIONS I VEHICLES (ACORD 101, Addlllonal Romar11• Schedulo, moy be attached~ more ,pace is required) Proof of Insurance CERTIFICATE HOLDER The City of Carlsbad, il5 offlclals, employees and volunteers 1200 Carlsbad Village Drive Carlsbad, CA 92008-1949 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1----· . . .. ---·---_, •.. ,. . AUTHORIZED REPRESENTATIVE ~-·?-··~ 0. ~1. © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement( s ). Requested by: Kristina Ray, communications department (Name and Department) March 8, 2018 Date Proposed modification(s) to the PL requirement(s) for H&H System Integration, Inc. (Type of insurance) (Name of contract) D Reduce coverage to the amount of C8J Waive coverage D Other: ------------------------------------- FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) OSignificance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] _______ _ OSignificance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable} ___________ _ C8]Contract Amount/Term of Contract: $25,000. Work will be completed over a period of OProfessional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain}. C8]0ther (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): This contractor is conducting an assessment of the Council Chamber AV capabilities and making general recommendations to city staff The recommendations will be reviewed by the city's IT department staff as well as the consultant who is eventually hired to make any upgrades to the system. Because the contractor is not designing a new system, rather evaluating the existing system, we do not feel professional liability insurance is necessary. Approved by Risk Manager for this contract only: (Signature) H:\ WORD\lnsurance\Admin Order #68 waiver modify insurance requirements.doc AGREEMENT FOR AUDIOVISUAL CONSULTING BETWEEN CITY OF CARLSBAD AND H&H SYSTEM INTEGRATION, INC. RECITALS day of municipal City requires the professional services of a video engineering contractor who is experienced in repairing, installing, operating and programming audio/video equipment. 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 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 year from the date first above written. The Agreement may be extended for one additional one-year term with the consent of both parties. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 3. Compensation. The total fee payable for the Services to be performed shall not exceed twenty five-thousand dollars ($25,000.00) and shall be billed at the rate of: $125 per hour for contract work under purchase order $165 per hour emergency calls (nonscheduled) 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 in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City City Attorney Approved Version 6-2015 within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor 5. Ownership of Work(s). Excepting such items which are specifically identified by Contractor as proprietary trade secrets, any and all sketches, drawings, tracings, images (whether still or moving), audio sounds, recordings, notes, computations, writings, and other materials and documents (collectively "Work(s)") prepared by Contractor in the performance of this Agreement shall be the property of City from the moment of their preparation, and Contractor shall deliver such materials and documents to City, upon request. Contractor shall have the right to make duplicate copies of such materials and documents for its own file or for other purposes the City may agree as to in writing. 6. Titles and Copyright Assignment. Contractor and City intend this to be an Agreement for Services and each considers the deliverable product (Work) and results of the Services to be rendered by Contractor hereunder to be a work made-for-hire. Contractor acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City. If for any reason the Work would not be considered a work made-for-hire under applicable law, Contractor does hereby sell, assign, and transfer to City, its successors and assigns, the entire right, title and interest in and to the copyright in the Work and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. If the Work is one to which the provisions of 17 U.S.C. 106A apply, the Contractor hereby waives and appoints City to assert on the Contractor's behalf the Contractor's moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for City purposes. Contractor agrees to execute all required documents and to perform such other proper acts, as City may deem necessary to secure for City or its designee the rights herein assigned. 7. Indemnification for Intellectual Property Infringement. Contractor agrees to defend, indemnify and hold harmless City, its elected officials, employees and agents from and against any claim, action, proceeding, liability, loss, damage, cost or expense, including, without limitation, reasonable attorneys' fees, as provided herein, arising out of any claim that the Contractor's Works, products, services and/or deliverables, or any part of them, infringes upon or otherwise violates any copyright, trade secret, trademark, service mark, patent, invention, proprietary information, or other rights of any third party, or that City's use of them otherwise violates this Section [collectively referred to for purposes of this Section as "Infringement Claims(s)"], by paying all amounts that a court finally awards or that Contractor agrees to in City Attorney Approved Version 6-2015 2 settlement of such Infringement Claim(s), as well as any and all expenses or charges arising from such Infringement Claim(s), including reasonable attorneys' fees, as they are incurred by City or any other party indemnified under this Section. City also agrees that, if the use or operation of the Contractor's Works, products, services and/or deliverables, or any part of them, becomes, or in Contractor's opinion is likely to become, the subject of an Infringement Claim(s), City will permit Contractor, at Contractor's option and expense for all associated costs, either to procure the right for City to continue to use Contractor's Works, products, services and/or deliverables, or part thereof, or to replace or modify them with another item of comparable quality and performance capabilities to become non-infringing, provided such replacement or modification does not cause the product, services and/or deliverables, or any part thereof, to fail to comply with any of the requirements of this Agreement, including but not limited to, all functionality, technical specifications and performance warranties. In the event City's ongoing use of Contractor's Work's, products, services and/or deliverables, or any part of them, is the subject of any act by a third party arising from an Infringement Claim that would preclude or impair City's use of Contractor's Works, products, services and/or deliverables (e.g., injunctive relief), or if City's continued use of them may subject it to punitive damages or statutory penalties, City shall give written notice to Contractor of such fact(s). Upon notice of such facts, Contractor shall procure the right for City to continue to use the Works, products, services and/or deliverables, or part thereof, or replace or modify the Works, products, services and/or deliverables of comparable quality and performance capabilities to become non-infringing. If Contractor fails to complete the remedial acts set forth above within forty-five (45) calendar days of the date of the written notice from City, City shall have the right to take such remedial acts it determines to be reasonable to mitigate any impairment of its use of Contractor's Works, products, services and/or deliverables or damages (hereafter referred to as "City's Remedial Acts"). Contractor shall indemnify City for all amounts paid and direct and indirect costs associated with City's Remedial Acts. Failure by Contractor to pay such amounts within ten (10) calendar days of invoice by City shall, in addition to and cumulative to all other remedies, entitle City to immediately withhold payments due Contractor under this Agreement up to the amount paid in connection with City's Remedial Acts. 8. Indemnification -General. 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 in whole or in part by any willful misconduct or negligent act or omission 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' 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. 9. Insurance. Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or City Attorney Approved Version 6-2015 3 Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have 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. 10. Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 1 0.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. City Attorney Approved Version 6-2015 4 1 0.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 12. 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. 13. Termination. In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail and/or U.S. Mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 14. Claims and Lawsuits. By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California City Attorney Approved Version 6-2015 5 in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 15. Venue and Jurisdiction. 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. 16. 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. 17. 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. 18. Entire Agreement. This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 19. 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6-2015 6 CONTRACTOR *By: S--"'\€.\1 6.@ \-\ \-\S ( -\ "'N c: .. COM (e-mail address) **By~~ (Sign here) Mo\1\ ca... 1-1-t:sst.l bael1, -Stc.Ydat~ (Print name/title) WlOYl\ C!ct~ h~1si, in~. eom (e-mail address) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: \-~~~brr BARBARA ENGLESON (}-'-- City Clerk 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. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, 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: City Attorney Approved Version 6-2015 7 EXHIBIT "A" SCOPE OF SERVICES Contractor shall provide audio/visual technical services to include engineering, and repair services for city audio and video equipment. Vendor will provide regular engineering services related to audio/visual production on an as needed basis, including: • diagnosing council meeting production equipment malfunctions • simple repairs related to equipment malfunctions, such as cable soldering, fuse replacement, software re-set and actions to restore equipment to working order that do not require replacement of major parts and coordination with vendors for existing equipment repairs Services under this contract are non-exclusive and if Contractor is unavailable for a given project; the city reserves the right to choose an alternate contractor to provide described service. Contractor shall bill hourly fees as set forth in this Agreement, Section 3 Compensation. It is agreed that Contractor's hourly rate for services are: • $125 per hour for contract work under purchase order • $165 per hour emergency calls (nonscheduled) City Attorney Approved Version 6-2015 8