HomeMy WebLinkAboutAirwave Communications Enterprises; 2014-05-12; PEM10876. 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 sen/ices 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 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 Sen/ices, 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 ofthis Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTFtACTORS
The City reserves the right to employ other Contractors in connection with the Sen/ices.
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 ofthis section, and that this
section will survive the expiration or eariy termination ofthis Agreement.
10. INSUFtANCE
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 sen/ices 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-:VH". OR with a surplus
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line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating
in the latest Best's Key Rating Guide of at least 'A:X".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless 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 ofthe
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.
10.1.1 Commercial General Liabilitv Insurance. $1,000,000 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 Liabilitv. (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 Emplover's Liabilitv. 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 Liabilitv. 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.
If box is checked. Professional Liability
City's initials Contrafctor's Initials Insurance requirement is waived.
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:
10.2.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
10.2.2 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.
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
replacement insurance or pay the premiums that are due on existing policies in order to maintain
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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 resen/es the right to require, at anytime, complete
and certified copies of any or ail required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carisbad 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
ofthe work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the sen/ices 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 notices or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Joe Garuba Name Gary Shoup
Titie Municipal Projects Manager Title Vice President
Property & Enviro. 2727 Supply Ave
Department Sen/ices Address
City of Carisbad Commerce, CA 90040
Address 405 Oak Avenue Phone No. (562) 244-9403
Carisbad, CA 92008 Email aarvshoup(a).aol.com
Phone No. (760) 434-2893
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 Carisbad 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 Sen/ices 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 ofthe requirements ofthe 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 sen/ices 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 Sen/ices the following procedure will
be used to resolve any questions of fact or interpretation not othenwise 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 fonwarded 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 (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outiining the disputes will be fonwarded 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 sen/ices 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 ofthe 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 ofthis Agreement. For breach or violation
ofthis 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 othenwise 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 ofthe 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 entitied 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. JURISDICTIONS 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 or 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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26. 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
AIRWAVE COMMUNICATIONS
ENTERPRISES, a general partnership
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
(print name/titie)
Cityl^^lrt^ger of'Mayor or Division^BtfectgT^
/authorized by the City Manager
ATTEST:
By:
(sign here) BARBARA
City Clerk
(print name/titie)
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:
CELIA A. BREWER, City Attorney
Assistanf city A!!orney ^
City Attorney Approved Version 1/30/13
CALIFORNIA ALL-FURPOSE ACKNOVrLEDGMENT CIVIL CODE § 1189
State of Califomia
County of _ }
OnAT^^V^v^^A^>efore me. CJ\St>y\0^iC /(^.MT^/^^
f Date ^ Ij^e Insert Name and Htle of the Officer 7^
personatly appeared CTdvy £> ^^^^
f Signer(s)
1
CHOONGSEEK KiM
Commission No. 1950946
NOTARY PUBLIC-CALIFORNIA
ORANGE COUNTY
My Comm. &(p<m* SEPTEMBER 18,2M5 J
who proved to me on the basis of satisfagtory
evidence to be the person^)-whose name(rfT^«'S
subscrlt^ to the wittiin instrument and acknowlSiged
^lp_ me that^^l^bho/thay executed the same in
' auttiorized capacity(iie^ and that by
signature's)- on the instrument the
son(s)r-or the entity upon behalf of which the
person(sTacted, executed the instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official
Place Notaiy Seal Above
Signature
OPTIONAL
Though the intonnation below is not requiied by law, It may prove valuable to persons relying on the document
and could prevent fraudulent removed and reattachntent of this torm to another document.
Description of Attached DKocuntent . /% / / J /O // x r\.
Title orType of Docunrrent: ffyflP^i^^
Document Date:
Signer(s) Other Th€in Named Above:
Ca(»city(ies) Claimed by Signer(s)
Signer's Name:
Number of Pages:.
• Corporate Officer — Ti«e(s):
• Individual
• Partner — • Limited • General
O Attomey in Fact
• Trustee
• Guardian or Conservator
• Other:
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Signer Is Representing:.
Signer's Name:
• Corporate Officer — Title(s):
• individual
• Partner — • Limited • Generai
• Attomey in Fact
• Trustee
• Guardian or Conservator
• Other:
Signer Is Representing:
OF SIGNER
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EXHIBIT "A"
SCOPE OF SERVICES
Ainwave Communications will provide the following:
Description Quantity Rate Total
Installation of emergency lighting equipment, siren
system, MDC and 2-way radio onto 2013 Chevrolet
Caprice, including transfer of completed vehicles to
the City of Carisbad.
12 $1,450.00 $17,400.00
Outfitting of additional vehicle components in an
amount not to exceed $5350.00 as requested by
Police Department (e.g. trunk storage locker) at the
time of installation of the above referenced items.
Hourly
Rate
$61.50 $5,350.00
TOTAL $22,750.00
Manufacturer and installation warranty applies on new parts only.
Installation and outfitting of 12 vehicles listed above are for the following Vehicles Identification
Numbers. Any additional vehicle outfitting will be billed at the houriy rate listed above.
1. 6G1MK5U23DL829696
2. 6G1MK5U22DL829737
3. 6G1MK5U27DL829801
4. 6G1MK5U26DL829840
5. 6G1MK5U24DL829724
6. 6G3NS5U2XEL944843
7. 6G3NS5U21EL944911
8. 6G3NS5U23EL944991
9. 6G3NS5U24EL944983
10. 6G3NS5U21EL944973
11. 6G3NS5U22EL944884
12. 6G3NS5U24EL945017
City Attorney Approved Version 1/30/13
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODES 1189
State of California
County of f)mti^^ ]
On Ap^Vbefore me. (^C^^g/C f T^.
' Date '. HM Insert Name and Title of the Oflicer
personally appeared <Siayi^ ^nOXjP ^
j. (J Named) of f SignM(S)
CHOONGSEEK KiM
Commission No. 1950946
NOTARY PUBLIC-CALIFORNIA
ORANGE COUNTY
My Comm. Expires SEPTEM8ER16,20J5
who proved to me on the basis of satisfactory
evidence to tie ttie persor^Jaf whose nam^i(^QgfS^
subscribed to the within instrument and acknowiedged
^me thai(]j^;bo/thcy executed the same in
" • authorized capaclty(ie^, and that by
yr signa:tur9(9)—on the instrument the
person(s)r or the entity upon behalf of which the
person(§r3cted, executed the instrument.
I certify under PENALTY OF PERJURY under the
laws of tiie State of California that the foregoing
paragraph Is h-ue and correct.
WITNESS my hand and offii
Place Notary Seal Above
Signature:
OPTIONAL
Though the infonnation below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document
Description of Attached
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Atmve:
Capaa'ty(ies) Claimed by Slgner(s)
Signer's Name:
event rrauauiem removal ana reattacnntent ot tnis fonn to another document
Numl)er of Pages:.
• Corporate Officer — Title(s):
• Individual
• Partner-• Limited • General
• Attomey In Fact
• Trustee
• Guardian or Conservator
• Other:
Signer Is Representirjg:
Signer's Name:
• Corporate Offfcer — Title(s):
• individual
• Partner — • Limited • General
• Attorney in Fact
• Trustee
• Guardian or Consen/ator
• Other:
Signer Is Representing:
OF SiGNHR
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