HomeMy WebLinkAboutWestern A/V Inc; 2016-01-11;Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the
California Labor code, a current copy of applicable wage rates is on file in the office of the City
Engineer. The contractor to whom the contract is awarded shall not pay less than the said
specified prevailing rates of wages to all workers employed by him or her in the execution of the
contract
6. 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
with holdings 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 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.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. '
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
8. OTHERCONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. 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.
10. 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
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arise out of or in connection with performance of the services by Contractor or 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.
10.1 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.
1 0.1.1 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.
1 0.1.2 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.
1 0.1.3 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.
1 0.1.4 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.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
1 0.2.1 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.
1 0.2.3 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.
10.3 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
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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. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. 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
Name Steve Didier
Title Sr. Management Analyst
Department
Address
Library & Cultural Arts
1175 Dove Lane
Carlsbad, CA 92011
Phone No. 760-602-2014
Email steven.didier@carlsbadca.gov
For Contractor
Name Erik Wilson
Title Director of Engineering
Address 6353 Corte Del Abeto Suite 106
Carlsbad, CA 92011
Phone No. 760-438-8676
Email erikw@wav1 .com
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.
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16. 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.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt ,
to direct a solution to the problem. In such cases, the action of the City Manager will be binding ·
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
20. 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 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.
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21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation
of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. 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 Government Code sections 12650 et seq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or 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.
23. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor
and their respective successors. Neither this Agreement nor any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
25. 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.
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EXHIBIT "A"
SCOPE OF SERVICES
The Georgina Cole Library (Cole Library) is currently under renovation with plans to install new
conference room and public study room monitors and digital displays. Contractor will provide and
install audio visual equipment as described herein to support Library & Cultural Arts operations,
audio visual communication and technology needs. The related audio visual systems will be
reliable and supportable technology to allow presentations in identified conference/study rooms
and to operate a digital display system.
Digital Display System
The AV contractor will supply Digital Signage in two locations:
• 1st floor near public stairway above self-serve station
• 1st floor outside group study room above print release station
Both locations shall function identically. Each location shall have a 42" 1 080p professional
display, mount, and digital signage player with player license. An AV Contractor provided, I
installed by others, back box shall be outfitted with a high voltage duplex outlet and Data. A rack
mounted digital signage server with digital signage content creation and management software
capable of controlling up to 15 players will be provided and installed in a location of the City's
choosing and connected to the City's network. AV Contractor shall provide and coordinate 4
hours of remote training or software installation assistance by the manufacture. AV Contractor
shall coordinate with manufacture to provide a custom branded channel. AV Contractor shall also
coordinate with manufacture and City's website provider Civica to enable web posting from the
City's website to be automatically integrated into signage content. AV contractor shall coordinate
with manufacture to enable calendar posts from the City's Event Management System (EMS) to
be automatically integrated into signage content. Each display must be controlled (on/off) via
RS232 by the digital signage player. Audio will be supported from the internal speakers in the
display.
Conference/Meeting Room Monitors
Monitors/displays will also be wall mounted in two conference rooms and two public study rooms.
The City shall provide a complete set of project plans showing the architectural design details for I
all mounting and installation locations. Contractor shall provide all engineering and drafting
services necessary to produce plan drawings/schematics and as-built drawings for all equipment
installations.
Facility electronic, electrical, millwork, structural and infrastructure design, engineering and
modification are being provided by the City to allow the Contractor to install the audio visual
equipment under this Agreement. Any cable wiring management provided by the Contractor will
be put in place for easy access, testing and replacement of cables as needed. Cables/cords
installed by the Contractor will be labeled as well as all outlets and connections.
This space intentionally left blank
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1st Floor (Near Public Stairway Above Self-Serve)
1 NEC V423 42" 1 080P LED Display
1 Chief MSTU Universal Wall Mount
1 Western AN, LOT Miscellaneous Cabling, Connectors and Materials
Inc.
1st Floor Outside Group Study Room (Above Print Release Station)
1 NEC V423 42" 1 080P LED Display
1 Chief MSTU Universal Wall Mount
1 Western AN, LOT Miscellaneous Cabling, Connectors and Materials
Inc.
Group Study Rooms
2 NEC V423 42" 1 080P LED Display
2 Chief MSTU Universal Wall Mount
2 Atlona AT-HDVS-HDMI and VGA Transmitter wall plate
TX-WP
2 Atlona AT-HDVS-HDMI Receiver with built-in scaler
RX
2 Western AN, LOT Miscellaneous Cabling, Connectors and Materials
Inc.
1st Floor Conference Room
1 NEC V552 55" 1 080P LED Display
1 Chief MSTU Universal Wall Mount
1 Atlona AT-HDVS-HDMI and VGA Transmitter wall plate
TX-WP
1 Atlona AT-HDVS-HDMI Receiver with built-in scaler
RX
1 Western AN, LOT Miscellaneous Cabling, Connectors and Materials
Inc.
2nd Floor Conference Room
1 NEC V423 42" 1 080P LED Display
1 Chief MSTU Universal Wall Mount
1 Atlona AT-HDVS-HDMI and VGA Transmitter wall plate
TX-WP
1 Atlona AT-HDVS-HDMI Receiver with built-in scaler
RX
1 Western AN, LOT Miscellaneous Cabling, Connectors and Materials
Inc.
Digital Signage
1 Tightrope CAR-DSS-Carousel digital signage content creation and management
15 software for Windows 7 Professional/Embedded, Server 2008,
and Server 2012. Includes unlimited user accounts and
unlimited channel licenses. Limited to 15 total player
connections. Player licenses sold separately.
1 Tightrope CAR-330 Windows 7 Professional digital signage appliance. 1 rack unit
chassis with 500 GB SATA storage, Dual link DVI-1,
DisplayPort, and VGA outputs. 1 year factory warranty.
(Hardware only, requires CAR-DSS and/or GAR-LIC-PLAYER
license)
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