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HomeMy WebLinkAboutCubic Simulation Systems Inc; 2015-02-24; PEM1149PEM1149 AGREEMENT FOR PRISIM EQUIPMENT INSPECTION SERVICES CUBIC SIMULATION SYSTEMS, INC. THIS AGREEMENT is made and entered into as of the 0^-"^ day of fr^r^Ajrcj , 20{S. by and between the CITY OF CARLSBAD, a municipal corporation, ("Citn, and CUBIC SIMULATION SYSTEMS, INC., a Florida corporation, ("Contractor"). RECITALS A. City requires the professional services of a service provider specializing in servicing and certifying PRISim simulation system, formeriy owned by Advanced Interactive Systems (AIS). B. Contractor has the necessary experience in providing professional services and advice related to systems preventative maintenance, equipment repairs including certified weapon systems, software upgrades and training of personnel to safely operate the PRISim system. C. Contractor 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 (1) year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will not exceed two thousand two hundred twelve dollars ($2,212). No other compensation forthe 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. City Attorney Approved Version 1/30/13 PEM1149 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 eariy termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:VII OR with a surplus 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", 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. Contractor will 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 be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 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 Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 Carisbad Business License for the term of this Agreement. 9. 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. 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 Carisbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carisbad 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. City Attorney Approved Version 1/30/13 PEM1149 13. 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. 14. 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 term s and conditions of this Agreement. CONTRACTOR CUBIC SIMULATION SYSTEMS, INC., a Delaware corporation (sign here) (print name/title) By: (sign here) CITY OF CARLSBAD, a municipal corporation ofthe State of California ay OF Director Patrick Thomas re^ orij ^, . ^ (print name/title) BARBARA ENG 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: CELIA A. BREWER, City Attorney Assistant City Attorne City Attorney Approved Version 1/30/13 PEM1149 EXHIBIT "A" BACKGROUND The PRISim firearms simulation system located at the Carisbad Safety Training Center is a simulation system that allows law enforcement personnel the ability to conduct firearms simulation and use offeree scenarios in a low threat environment. Cubic has acquired the PRISim and QuickRange product lines formeriy owned by Advanced Interactive Systems (AIS). These product lines are in the process of being integrated into Cubic's commercial product line management system. During this transitional period from AIS to Cubic, Cubic has decided to continue offering the PRISM and QuickRange products to its valued customers. Currently, Cubic is the sole source vendor for conducting preventative maintenance and warranty services for existing PRISim systems. SCOPE OF SERVICES Cubic shall conduct a site survey and systems assessment ofthe Carisbad Safety Training Center PRISim system, located at 5750 Orion Street, Carlsbad, California, 92010. Cubic will produce a detailed report itemizing what actions (if any) are required to restore the systems to full functionality and recertify all components. This will assist the City with determining the appropriate service and warranty plans required to maintain the systems performance and equipment components. Part# Description Quantity 05-0002-01 Site inspection/system assessment of Carlsbad Safety Training Center PRISim ($2,212.00) 1 Inspection Report (no charge) 1 The Site Inspection/system assessment includes: A Cubic technician will physically inspect all PRISim firearms simulation systems and present a report to the customer within seven (7) days detailing the status of the systems to include any repairs or replacem ent of components as necessary. The technician will be onsite at each location for a maximum of 1.5 days. Cubic will provide a quote for warranty coverage and preventative maintenance services after the system assessment. Once the equipment assessments/onsite repairs are completed, the Cubic technician will provide system refresher training with equipment operators (as required). Dn/ fire/C02 recoil svstems inspection includes: • Inspect and assess the virtual PRISim laser firearms training system. Will include review ofthe shot detection system hardware and sensor performance. • Test PRISim software performance. Provide and install upgrades as required. • Inspect and assess pneumatic and dry fire weapons components and identify needed hardware maintenance and repairs. Test fire all weapons. • Inspect and assess PRISim shootback cannon and camera systems. • Provide a complete report detailing the findings to include recommended calibration, adjustment, and or repair of all live fire and laser-based systems components and accessories. City Attorney Approved Version 1/30/13 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of OnVeVvocxCA S;^'^t>V'fT before me.CLloLoA\ Cx ^ Co r\cArvro. ^>^V^\^^ ( •^afe Here Insert Name and Title of me Officer personally appeared X~^0^0\(^ '0(^\\r>Ax-V7, CU\^ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that heT'fehe/they executed the same in his/her/their authorized capacity(ies), and that by hia/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, 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 seal. CiAUOIA STRUP Coimnission # 20645/0 Signature. J Notary Public - California z San Diego County g M. Comm^ fSSm^^ 2018 { Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Descnption of Attached Document v c • . \ Title or Type of Document: ^rk^<pe.cV\ t^r. f->pr.v./ «»^^ Document Date: \ e,>DCocxc>A ^ \o Number of Pages: H Signer(s) Other Than Named Above: KAoAg ^ ^ Capacity(ies) Claimed by Signer(s) Signer's Name:'T>'y.v;x(>-. g^.^VvtvN vV? HXorporate Officer — Title(s): 'Pret^v^^ V • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: ^ Signer Is Representing:Q,\^Vi\c Ni\<x\">6r\ Signer's Name: ^KI'C^<\K I 0X)orporate Officer — Tit[e(s)r\f t> LL!-.O r-p r • Partner — • Limited • General n Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing:Cl\^V)\ c- ^^f^A^>,\^jA-^^^^o ©2014 National Notary Association • www.NationalNotary.org • 1 -800-US NOTARY (1 -800-876-6827) Item #5907 I^UBICZ. DEFENSE SYSTEMS Enabling a Safer World 6 February 2015 Public Works Contract Administration 1635 Faraday Avenue Carlsbad, CA 92008 Attention: Rhonda Heather Enclosure: Agreement for PRISim Equipment Inspection Services - Cubic Simulations Systems, Inc. - Notarized We were directed by Julia Capoverdi, Associate Contract Analyst with Cubic Simulations System Division to obtain notarized signature approvals with corporate seal on the enclosed Agreement for PRISim Equipment Inspection Sen/ices - Cubic Simulation Systems, Inc. Please contact Julia Capoverdi if you have any questions or require anything further. Regards, CUBIC DEFENSE SYSTEMS ' NancyJean Fleischman Administrative Assistance - Contracts Collab SharePoint Administrator - Data Management 9333 Balboa Avenue, San Diego, CA 92123-1515 • P.O. Box 85587, San Diego, CA 92186-5587 858-277-6780 • Fax 858-505-1559 www.cubic.com • NYSE; CUB