HomeMy WebLinkAboutHigh-Tech Digital Networks Inc; 2020-05-26;City Attorney Approved Version 6/12/18
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RATIFICATION OF AGREEMENT FOR RENTAL SERVICES
HIGH-TECH DIGITAL NETWORKS, 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 High-Tech Digital Networks, Inc, a corporation, ("Contractor”).
RECITALS
City requires the rental and maintenance of the equipment listed in Exhibit A. Contractor
has the required equipment and has submitted a proposal to City for and affirmed its willingness
and ability to provide the required equipment and services.
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 provide, and Contractor agrees to provide, the equipment and services
(the “Services”) listed 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 ratification date of April 23, 2020
as agreed upon by City and Contractor, with the option to extend for three additional one year
terms.
3. COMPENSATION
The total fee payable for the Services to be performed may not exceed seven thousand dollars
($7,000) per Agreement year. 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’
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.
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26th
May
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6. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Joe Stephenson Name
Title IT Operations Manager Title
Department IT Address
City of Carlsbad
Address 1635 Faraday Ave Phone No.
Carlsbad, CA 92008 Email
Phone No. 760.602.2789
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.
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 categories.
Yes No
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
See Exhibit A
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.
DocuSign Envelope ID: 0D0597B9-4B26-4017-9092-A4C73154EB8C
3553 Atlantic Avenue, Unit 1422
562-988-6801 x201
Long Beach, CA 90807
rick@hdncorp.com
Rick Legner
President
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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.
15. 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: By:
(sign here) Information Technology Director
(print name/title)
ATTEST:
By:
(sign here) BARBARA ENGLESON
City Clerk
(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: 0D0597B9-4B26-4017-9092-A4C73154EB8C
PresidentRick Legner
for
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EXHIBIT “A”
SCOPE OF SERVICES
1. City agrees to pay Monthly Rental fee in advance to High-Tech Digital Networks, lnc.,
of Five Hundred DOLLARS & 00/100 ($500.00) to rent 1- Adtran Atlas 830 Multiplexer w/
1-DS3 Card, 4-Quad T1l/PR1 Card s & 2-Power Supply Cards upon commencement of
this contract.
2. This Rental fee is due on or before the 23rd day of each month this contract is valid by
and between the said parties.
3. High-Tech Digital Networks, Inc., agrees to provide maintenance service on the
rental equipment as described and to keep the equipment in good working order.
There will be NO CHARGE FOR EMERGENCY VISITS due to equipment failure.
This service is available on a 7 day 24-hour basis with up to a 4 hour on
premises response after notification by customer, if High-Tech Digital
Networks, Inc., deems the onsite visit to be necessary. On premises necessity
is determined after High-Tech Digital Networks, Inc., has exhausted all remote
maintenance capabilities.
4. High-Tech Digital Networks, Inc., shall not be liable for any failure or delay in
maintaining the equipment resulting from fire, explosion, flood, storm, acts of God,
governmental acts, orders or regulations, hostilities, civil disturbances, strikes, labor
disputes, equipment breakdowns, transportation contingencies, delay of carriers,
destruction in full or part of the equipment, or any other cause, contingency or
circumstance not subject to the control of High-Tech Digital Networks, Inc., which
prevents or hinders the maintaining and servicing of the equipment. High-Tech Digital
Networks, Inc., sole obligation under this Agreement is to inspect and make repairs as
herein provided, and the City here by agrees that there are no warranties, expressed or
implied, which would impose upon High-Tech Digital Networks, Inc., any other
obligation or liability, and High-Tech Digital Networks, Inc., neither assumes nor
authorizes any such obligation or liability.
5. High-Tech Digital Networks, Inc., shall in no event be liable for any general, special or
consequential damages or commercial loss directly or in-directly caused by the failure or
outage of the equipment listed in paragraph 1.
6. Either party to this Agreement may cancel this Agreement by written notice and the
return to High-Tech Digital Networks, lnc., of said Rental Equipment. If the City has
prepaid when due, then the City will be entitled to a prorated refund for any time that was
Monthly Rental Fee per Year 6,000.00$
Misc Charges As Needed 1,000.00
Max Total Yearly Charge 7,000.00$
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prepaid after the effective termination date.
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