HomeMy WebLinkAboutNetwork Cabling Incorporated; 2009-06-24;AMENDMENT NO. 1 TO AGREEMENT FOR
MASTER AGREEMENT FOR
VOICE AND DATA CABLING SERVICES
NETWORK CABLING INCORPORATED
No.1 is entered into and effective as of the d Lq day of
, 2010, amending the agreement dated June 24, 2009 (the
the City of Carlsbad, a municipal corporation, ("City"), and
Network Cabling Incorporated, ("Contractor") (collectively, the "Parties") for Voice and Data
Cabling Services.
RECITALS
A. On June 24, 2009, the Parties executed an Agreement for Voice and Data Cabling
Services for maintenance work necessary for the protection and preservation of City owned or
maintained Voice and Data Cabling systems for their intended purposes; and
B. The Parties desire to alter the Agreement's scope of work to add additional
services; and
C. The Parties have negotiated and agreed to a supplemental scope of work and fee
schedule, which is attached to and incorporated by this reference as Exhibit "A, Scope of
Services and Fee; and
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have
been amended from time to time, Contractor will provide those services described in Exhibit "A.
2. City will pay Contractor for all work associated with those services
described in Exhibit "A on a time and materials basis not-to-exceed twenty four thousand six
hundred eighty one dollars ($24,940). Contractor will provide City, on a monthly basis, copies of
invoices sufficiently detailed to include hours performed, hourly rates, and related activities and
costs for approval by City.
3. Contractor will complete all work described in Exhibit "A" by June 24,
2011.
4. After this amendment the total fee payable for the services to be
performed shall not exceed fifty thousand dollars ($50,000) per Agreement year.
5. All other provisions of the Agreement, as may have been amended from
time to time, will remain in full force and effect.
6. All requisite insurance policies to be maintained by Contractor pursuant to
the Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
7. 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 CITY OF CARLSBAD. a munici~al
corporation of the state of ~alifornia
. .
By:
\ (print nameltitle)
(e-mail address),
A4K.c /A/-,+
(print nameltitle)
A &&&-T a deld,~,/< CA-OC 1'd3
(e-mail address)
ATTEST: I
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a Cor~oration, Agreement must be signed by one corporate officer from each of the following
two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group 6.
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:
RONALD RSALL, City Attorney
By:
mity Attorney
,el@ i-
City Attorney Approved Version #05.22.01
EXHIBIT "A"
SCOPE OF SERVICES AND FEE
Faraday Sewer Room Racks & Cross Connect QUOTE: 100320819
Scope of Work
Faraday Sewer Room . Provide and install two CPI 2 post standard racks (7' height) with a clear finish. These racks will be installed
in a position at the end of the current relay rack row, after the UPS racks have been removed.
Provide and install a ladder rack extension along the entire length of the wall to accommodate the new
racks. Provide and install ladder rack extensions from each new rack to the new ladder rack along the wall.
Provide and install 3 Krone CAT6 24 ~ort ~atch ~anels in each new rack (6 total). Provide and install one
Krone CAT6 patch panel in 6 existingracks per customer direction.
Provide and install cross connect cabling from 6 individual racks to the 2 new racks. Each rack will
be cross connected using 24 Krone CAT6, non-~lenum rated cables, with each terminated on each end in the new -
patch panels.
Labor - $4,892.00
Material - $5,681 .OO
Project Total Pricing $10,573.00
All work is to be completed in a workmanlike manner according to standard practices. All material is to be specified. Any alterations
or deviation from above soecifications involvina extra cost will be executed onlv uoon written orders. and will become an extra charae ~~ ~~ ~ ~~
over the contract amoint.' All agreements c~n%~ent";on accaents or delays okyono oLr control.' Owner to carry fire, tornado aid
otner necessary nsurance. OL~ workers are t~lly covered of Wodiman's Cornpensallon nsLrance
Acceptance of Proposal - The prices, specifications and conditions are satisfactory and hereby accepted. You are authorized to do
the work as soecified. Pavment will be made as outlined above. Client understands and acceots that no work will beain until the
aoove lasted payment scnebL e s agreed Jpon an0 oepostts f reqL red have been pad Cllent ioerstanos that devlat&s from the
above ass-mpbons may res~lt in aad t onal charges
TR Patch Cord Clean Up Quote #090620607
Remove all existing patch cords and install four hundred (400) ADCIKrone Cat 6 patch cords. All
Patch cables will be ~luaaed in to Cisco switch and neatlv dressed to the HiahBand field and
punched down direcily ;the Ultim8 blocks. NCI will come in and documentall existing active
patch cables during the week prior to the weekend of the work to be performed. Work will begin
on Friday after COC operating hours and continue round the clock until completion. There will be
an AddlDelete price of $30.00 per cable in the form of a change order to adjust the quantities in
the event of a change in the count.
Project Total $ 14,367.00
Price Includes ail applicable sales tax.
Acceptance of Proposal -The prices, specifications and conditions are satisfactory and hereby accepted. NCI is authorized to do
the work as soecified. Pavment terms are Net 30 Oavs. Customer understands and acceots that no work will beain until the above
isted paymei sched. e is agree0 Any alterations o;devlation from above spectcanons'~nvolv~n~ extra cost wilioe exec~ted on y
Jpon wr nen orders, an0 w Decome an extra charge over the contract amoJnt
City Attorney Approved Version # 05.22.01
3
MASTER AGREEMENT FOR VOICE AND DATA CABLING SERVICES
NETWORK CABLING INCORPORATED
IS AGREEMENT te made and entered into as of the c^X-f _ day of
_ , 20<3 /. by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and NETWORK CABLING INCORPORATED, a Low Voltage Voice and
Data Cabling Contractor. ("Contractor").
RECITALS
A. City requires the professional services of a Voice and Data Cabling
Contractor that is experienced in providing routine, recurring and usual Voice and Data
Cabling maintenance work necessary for the protection and preservation of City owned
or maintained Voice and Data Cabling systems for their intended purposes.
B. Contractor has the necessary experience in providing professional
services and advice related to providing routine, recurring and usual Voice and Data
Cabling maintenance work necessary for the protection and preservation of City owned
or maintained Voice and Data Cabling systems for their intended purposes.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. 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. DEFINITIONS
Repair: Authorized service work to equipment and systems required to preserve and
protect any City owned or maintained Voice and Data Cabling system as specified in
this Agreement.
Installations: Voice and Data Cabling installation and adjustment required for the
preservation and protection of City owned or maintained Voice and Data Cabling
systems as specified in this Agreement.
Demolition: The removal of Voice and Data Cabling equipment required for the
preservation and protection of City owned or maintained Voice and Data Cabling
systems as specified in this Agreement.
Service Report: A Contractor's detailed report, in City-approved computer-generated
format, covering all work performed under this Agreement. Service Reports shall be
separate documents, listed by facility and shall note all inspections, repairs or service
work performed, condition statements and any other pertinent information to aid the City
in determining future equipment repairs, maintenance or replacement.
2. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render the Voice and Data
Cabling installation, maintenance and repair services described in the Scope of Work
contained in the City's Request for Proposals and the Contractor's proposal, which are
incorporated by this reference in accordance with this Agreement's terms and
conditions. The Contractor will perform Voice and Data Cabling installation,
maintenance and related services as needed and as authorized on a time and materials
basis as specified in the Contractor's proposal. Nothing in this Agreement is intended to
create an exclusive arrangement between City and Contractor. The City reserves the
right to procure Voice and Data Cabling installation, maintenance services from other
vendors as the City deems appropriate.
3. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
Contractor shall maintain a C-7 license issued by the California Contractors State
License Board throughout the term of this Agreement.
4. TERM
The term of this Agreement will be effective for a period of two-years from the date first
above written. The City Manager may amend the Agreement to extend it for two
additional one-year period or parts thereof in an amount not to exceed Twenty Five
Thousand dollars ($25.000.00) per Agreement year. Extensions will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds
by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement. Either the City or the Contractor
may decline to confirm the renewal of the Agreement for any reason whatsoever, which
shall render the renewal option null and void
5. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
6. COMPENSATION
The Contractor's Voice and Data Cabling maintenance work will be paid at a fixed cost
rate for scheduled maintenance and at an hourly rate plus parts as indicated in the
Contractor's proposal. The total fee payable for the Services to be performed during the
initial Agreement term will not exceed Twenty Five Thousand dollars ($ 25,000 ).
No other compensation for the Services will be allowed except for items covered by
subsequent amendments to this Agreement. The City reserves the right to withhold a
ten percent (10%) retention until City has accepted the work and/or Services specified
in the Contractor's proposal.
The Contractor will perform work in accordance with all applicable Carlsbad Municipal
Code sections, California building codes, California Electrical codes, OSHA standards
and any other regulatory requirements.
There will be no additional charges such as travel or trip costs allowed. Payment for
service starts when the technician arrives at the City of Carlsbad owned or maintained
properties, and ends at the completion of required service work. Portal to portal
payment is not included in this Agreement.
All parts will be newly manufactured parts or an equal approved by the Information
Technology System Administrator, or his authorized representative. Pricing to City of
Carlsbad will be from the Contractor's actual invoice from parts suppliers plus markup
indicated in the Contractor's Proposal. Invoices must be submitted with request for
payment.
The Contractor shall submit invoices to the Information Technology System
Administrator, or his authorized representative by the 5th day of the month for work
performed in the previous month under this Agreement. The Contractor shall provide
detailed Service Report and records of all work performed and include all required
reports of systems and/or equipment(s) serviced or repaired. Failure to provide the
required documents, invoices, and reports will result in the City of Carlsbad withholding
payment to the Contractor until all the required documentation, including supplier
invoices for parts, are provided to the City.
Certified payroll documents shall be submitted to the City with each billing.
If an increase in compensation for services for succeeding Agreement renewal terms is
requested by Contractor, Contractor must provide detailed supporting documentation to
justify the requested rate increase. The City will evaluate the requested increase, and
the City reserves the right to accept or reject the Contractor's requested compensation
increase. This Agreement's annual compensation terms may be adjusted by a mutually
agreeable amount based on and no greater than the San Diego Consumer Price Index
changes over the previous contract period. Requests for price changes must be made
by the Contractor in writing sixty (60) days before the end of the then-current Agreement
term and is subject to negotiation or rejection by the City.
7. 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 this 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.
8. PREVAILING WAGES TO BE PAID
The City of Carlsbad is a Charter City. In most cases prevailing rate of wages does not
apply, however there are some instances where prevailing wages will apply. Please bid
rates with and without prevailing wages.
9. 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.
10. OTHER CONTRACTORS
The City reserves the right to employ other contractors to perform some or all of the
same Services set forth in this Agreement.
11. PARTS
The City reserves the right to supply needed parts and equipment to the Contractor for
Services.
12. 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 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.
13. 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 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-: V".
13.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless the 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.
13.1.1 COMMERCIAL GENERAL LIABILITY 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.
13.1.2 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.
13.1.3 ANY AUTO COVERAGE
Insurance must cover any vehicle used in the performance of the contract, used onsite
or offsite, whether owned, non-owned or hired, and whether scheduled or non-
scheduled. The auto insurance certificate must state the coverage is for "any auto" and
cannot be limited in any manner.
13.1.4 Workers' Compensation and Employer's Liability.
Workers' Compensation limits as required by the California Labor Code and Employer's
Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
13.1.5 Fidelity Bond/Crimelnsurance.
Coverage limit in the amount of $ 25,000.OO.The policy shall contain or be endorsed to
include the City of Carlsbad as loss payee.
13.1.6 Additional Provisions.
Contractor will ensure that the policies of insurance required under this Agreement
contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on General Liability.
13.2.2 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.
13.2.3 Prior to City's execution of this Agreement, Contractor will furnish certificates of
insurance and endorsements to City.
13.3 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.
13.4 Submission of Insurance Policies.
City reserves the right to require, at anytime, complete and certified copies of any or all
required insurance policies and endorsements.
14. 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.
15. 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.
16. 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 documents related to services performed 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.
17. COPYRIGHTS
If applicable, 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.
18. 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:
Name: Gary Hornby
Title: Telecommunication Network
Engineer
Department: Information Technology
City of Carlsbad
Address: 1635 Faraday Ave.
Carlsbad. CA 92009
Phone No. (760) 602-2479
For Contractor:i i
-.r4—
Title
Phone No.
19. 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 affected 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.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
20. 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 that
the services required by this Agreement.
21. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
22. 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
(10) 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 and/or designee. The
City Manager and/or designee 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 and/or designee will be binding upon the parties involved, although
City of Carlsbad
Voice and Data Cabling Services
8
nothing in this procedure will prohibit the parties from seeking remedies available to them
at law.
23. 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 ninety (90) 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.
24. 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.
25. 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
City of Carlsbad
Voice and Data Cabling Services
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.
26. 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.
27. 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.
28. SERVICES DURING STATE OF EMERGENCY
During a state of emergency as determined by the City Council or City Manager including,
but not limited to states of emergency defined by Government Code Section 8558, the
Contractor agrees to provide the services specified in this Agreement under the terms
and conditions herein.
29. ENTIRE AGREEMENT
This Agreement, the City's Request for Proposal, the Contractor's Proposal, and the
Specifications, together with any other written document referred to or contemplated by
these documents, 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.
30. STORM WATER POLLUTION PREVENTION PLAN
The Contractor shall incorporate and comply with all applicable Best Management
Practices (BMPs) during the completion of this agreement. All work must be in
compliance with the most current San Diego Regional Water Quality Control Board
(RWQCB) permit, Carlsbad Municipal code and the City of Carlsbad Jurisdictional Urban
Runoff Management Plan (JURMP) incorporated herein by reference.
The Contractor shall indicate in his proposal methods of compliance, equipment utilized to
insure compliance, training of staff and experience in compliance with environmental
regulations. If in the opinion of the project manager, the Contractor is not in compliance
with this provision City reserves the right to implement BMPs to the maximum extent
City of Carlsbad
Voice and Data Cabling Services
10
practical, and deduct payment due or back charge the Contractor for implementation with
a 15% markup for administration and overhead.
31. 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
*By:y
(sign hen
(print name/title)
**By:
(sign here)
(print name/title)
CARLSBAD, a municipal
of CalifQf'foia
/ L___isJ HJUL_A^ y
l/)RRAIKlE M.
City Cle(kJ
^ 6
City of Carlsbad
Voice and Data Cabling Services
11
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:
., City Attorney
^^^^By:.
•Begrffy City Attorney
City of Carlsbad
Voice and Data Cabling Services
12
CITY OF CARLSBAD
VOICE AND DATA CABLING SERVICES
EXHIBIT "A"
MANNER OF PERFORMING SERVICES
PARTI
GENERAL SPECIFICATIONS
DEFINITIONS
Whenever the following terms are used in this agreement, they shall have the following
meaning:
A. "BID ITEM" - Individual items of work in the CONTRACTOR'S proposal at an
agreed price for the work.
B. "CITY" - The City of Carlsbad.
C. "CITY MANAGER" - The fully appointed CITY MANAGER of the CITY or his
authorized representative.
D. "CONTRACT ADMINISTRATOR" - The INFORMATION TECHNOLOGY
SYSTEM ADMINISTRATOR designee for bidding, awarding and administering
the CONTRACTOR'S work under this agreement.
E. "CONTRACTOR" - The managing individual of the contracting entity or his
authorized employees or representatives.
F. "FULLY OPERATIONAL" - In a condition to undertake the function to adequately
as passenger or freight Electrical.
G. "PERIODIC INSPECTION" - Routinely scheduled or randomly noticed inspection
or audit conducted by CITY.
H. INFORMATION TECHNOLOGY SYSTEM ADMINISTRATOR- The official
designated as the Information Technology System Administrator of CITY, or any
of his authorized representatives.
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1.00 STANDARDS OF WORK AND CONTRACTOR RESPONISBILITY
1.01 The CONTRACTOR shall perform the work described herein in a thorough and
professional manner so that the City of Carlsbad is provided with reliable and
high quality Voice and Data Cabling services at all times.
1.02 The CONTRACTOR shall furnish, at CONTRACTOR'S own expense, all labor,
tools, equipment, and materials necessary, unless specifically excluded herein,
to perform preventative maintenance at the Bid Item price. The CONTRACTOR
shall furnish, at CONTRACTOR'S own expense, tools and equipment necessary,
unless specifically excluded herein, to perform authorized repairs at the Bid Item
price for Labor. Cost of parts shall be paid at the CONTRACTOR'S invoice cost
for parts plus the percentage of markup indicated in this proposal.
1.03 The CONTRACTOR'S forces shall leave work areas free of all dirt, litter,
lubricants, or other materials utilized to perform maintenance services. The
CONTRACTOR shall erect barricades, warning signs and any other devices to
prevent unauthorized access by the public or unauthorized City staff to work
areas.
1.04 Voice and Data Cabling installation, maintenance and repair shall be performed
in accordance with accepted standards for Voice and Data Cabling installation,
maintenance and repair to the satisfaction of the CONTRACT ADMINISTRATOR
or his designee. CONTRACTOR shall immediately respond when notified by
CITY to correct unsatisfactory work at no additional charge.
1.05 The CONTRACTOR shall maintain individual repair and maintenance logs listing
all work performed under this agreement. These repair and maintenance logs
shall be kept in a designated area on each site. Logs shall indicate the date of
service, time of service, service performed, the technician performing service and
any other information that may affect current or future operation of the Voice and
Data Cabling systems. The CONTRACTOR shall report these locations, by
address, to CITY'S CONTRACT ADMINISTRATOR, or designee, within 48
hours. (Deductions may be made from the CONTRACTOR'S payments if
maintenance and repair tasks are not reported to CITY within the time allowed.)
1.06 The CONTRACTOR shall, during the term of this Agreement, respond to all
callbacks to the satisfaction of the CONTRACT ADMINISTRATOR, within four (4)
hours of notification. Failure to comply with this requirement will result in a
reduction in payment to the CONTRACTOR as determined appropriate by the
CONTRACT ADMINISTRATOR.
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2.00 VOICE AND DATA CABLING SYSTEMS TO BE MAINTAINED
2.01 The service areas, hours of operation, and frequencies of service under the
provisions of this Agreement are detailed in Appendix "A".
2.02 CONTRACTOR acknowledges personal inspection of the sites and the
surrounding areas and has evaluated the extent to which the physical condition
thereof will affect the services to be provided. CONTRACTOR accepts the
premises in their present physical condition, and agrees to make no demands
upon CITY for any improvements or alterations thereof.
3.00 PAYMENT AND INVOICES
3.01 The Contractor shall submit invoices to the Information Technology System
Administrator, or his authorized representative by the 5th day of the month for
work performed in the previous month under this Agreement. The Contractor
shall provide detailed Service Report and records of all work performed and
include all required reports of systems and/or equipment(s) serviced or repaired.
Failure to provide the required documents, invoices, and reports will result in the
City of Carlsbad withholding payment to the Contractor until all the required
documentation, including supplier invoices for parts, are provided to the City.
3.02 In the event the CITY transfers title, maintenance responsibility, or changes
service frequency of a portion thereof, this Agreement shall continue in full force
and effect, except said portion, at the discretion of the CONTRACT
ADMINISTRATOR, may be deleted from the agreement and the Agreement sum
shall be reduced accordingly.
The CONTRACT ADMINISTRATOR may, at his discretion, add new Voice and
Data Cabling systems to be maintained and/or repaired and/or require additional
services. The CONTRACTOR shall be compensated for the additional facilities
or services that are designated after the date of the commencement of this
Agreement based on a negotiated proposal. Proposal costs shall not exceed
customary costs of similar equipment as submitted in the REQUEST FOR BIDS
or as adjusted in accordance with subsequent amendments to the Agreement.
The CONTRACT ADMINISTRATOR shall notify the CONTRACTOR of additions,
reductions or deletions of areas to be serviced in writing.
4.00 ENFORCEMENT. DEDUCTIONS AND LIQUIDATED DAMAGES
4.01 The CONTRACT ADMINISTRATOR shall be responsible for the enforcement of
this Agreement on behalf of CITY. In addition to deductions stipulated in other
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sections of this Agreement, the CONTRACT ADMINISTRATOR may enforce
deductions in accordance with Section 4.00.
4.02 If, in the judgment of the CONTRACT ADMINISTRATOR, the CONTRACTOR is
deemed to be non-compliant with the terms and obligations of the Agreement,
the CONTRACT ADMINISTRATOR, may, in addition to other remedies provided
herein, withhold the entire monthly payment, deduct pro-rata from the
CONTRACTOR'S invoice for work not performed, and/or deduct liquidated
damages at a fixed dollar amount to be set at the time the Services are
requested by CITY to be performed by CONTRACTOR. Notification of the
amount to be withheld or deducted from payments to CONTRACTOR will be
forwarded to the CONTRACTOR by the CONTRACT ADMINISTRATOR in a
written notice describing the reasons for said action. The written notice shall
provide the CONTRACT ADMINISTRATOR'S reason for any deductions so
imposed.
4.03 The action above shall not be construed as a penalty but as adjustment of
payment to CONTRACTOR to recover cost or loss due to the failure of the
CONTRACTOR to complete or comply with the provisions of this Agreement.
5.00 INSPECTIONS. MEETINGS. & REPORTS
5.01 CITY reserves the right to perform inspections, including inspection of
CONTRACTOR'S equipment, at any time for the purpose of verifying
CONTRACTOR'S performance of Agreement requirements and identifying
deficiencies.
5.02 The CONTRACTOR or his authorized representative shall meet with the
CONTRACT ADMINISTRATOR or his representative on each site at the
discretion and convenience of the CONTRACT ADMINISTRATOR, for walk-
through inspections. All routine maintenance functions shall be completed prior
to this meeting.
5.03 At the request of the CONTRACT ADMINISTRATOR, the CONTRACTOR, or his
appropriate representative, shall attend meetings and/or training sessions, as
determined by the CONTRACT ADMINISTRATOR, for purposes of orientation,
information sharing, Agreement revision, description of CITY policies,
procedures, standards, and the like.
5.04 CONTRACTOR shall provide to the CONTRACT ADMINISTRATOR such written
documentation and/or regular reports as the CONTRACT ADMINISTRATOR
deems necessary to verify and review CONTRACTOR'S performance under this
Agreement and to provide to the CONTRACT ADMINISTRATOR pertinent
information relative to the maintenance, operation, and safety of the Voice and
Data cabling.
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6.00 CONTRACTOR'S DAMAGES
6.01 All damages incurred to existing facilities by the CONTRACTOR'S operation shall
be repaired or replaced, by the CONTRACTOR or by other forces, all at the
discretion of the CONTRACT ADMINISTRATOR, all at the CONTRACTOR'S
expense.
7.00 SAFETY
7.01 CONTRACTOR agrees to perform all work outlined in this Agreement in such a
manner as to meet all accepted standards for safe practices during the
performance of his duties and to safely maintain stored equipment, machines,
and materials or other hazards consequential or related to the work; and agrees
additionally to accept the sole responsibility for complying with all CITY, County,
State or Federal requirements at all times so as to protect all persons, including
CONTRACTOR'S employees, agents of the CITY, vendors, members of the
public or others from foreseeable injury, or damage to their property.
CONTRACTOR shall make annual inspections for any potential hazards at said
sites and keep a log indicating date inspected and action taken.
7.02 CONTRACTOR shall notify the CONTRACT ADMINISTRATOR immediately of
any occurrence of accident, injury, or persons requiring emergency services and,
if so requested, shall prepare a written report thereof to the CONTRACT
ADMINISTRATOR within three (3) calendar days following the occurrence.
CONTRACTOR shall cooperate fully with the CITY in the investigation of any
such occurrence.
8.00 HOURS AND DAYS OF SERVICES
8.01 The acceptable daily hours of services shall be 7:00 am to 5:00 pm, which shall
be considered normal work hours as may pertain to any other provision of the
Agreement.
8.02 CONTRACTOR shall provide staffing to perform the required services during the
prescribed hours as specified in these Agreement documents. Any changes in
the days and hours of operation heretofore prescribed shall be subject to
approval by the CONTRACT ADMINISTRATOR.
8.03 Per State of California Labor Code, CONTRACTOR is directed to the following
prescribed requirement with respect to the hours of employment. Eight (8) hours
of labor under this Agreement shall constitute a legal day's work and said
CONTRACTOR shall not require or permit any laborer, worker or mechanic, or
any subcontractor employed by him to perform any of the work described herein
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to labor more than eight (8) hours during any one day or more than forty (40)
hours during any one calendar week, except as authorized by State of California
Labor Code Section 1815.
9.00 CONTRACTOR'S STAFF AND TRAINING
9.01 The CONTRACTOR shall provide sufficient personnel to perform all work in
accordance with the specification set forth herein.
9.02 In cooperation with the Carlsbad Police Department, CONTRACTOR agrees to,
and to pay for, background checks if required by the CONTRACT
ADMINISTRATOR on all personnel providing Voice and Data Cabling services
for this Agreement. In the event such background check reveals an item, which
Carlsbad Police deems a security problem, City may request that such individual
be removed from the list of personnel authorized to provide services to the CITY.
9.03 CONTRACTOR'S personnel shall possess the minimum qualifications for the
position in which each is working.
9.04 CONTRACTOR shall have a "Local" representative with authority to contractually
bind CONTRACTOR in matters, which may arise during this agreement
performance period. "Local" in the context of this agreement is defined as the
southern California metropolitan area consisting of San Diego, Orange, Los
Angeles or Riverside counties. CONTRACTOR shall provide, prior to
commencement of work under this Agreement, in writing to the CONTRACT
ADMINISTRATOR, a statement indicating by name the specific authority vested
in the "Local" representative. CONTRACTOR'S "Local" representative shall be
responsible for instructing and training of CONTRACTOR'S personnel in the
proper and specified work method and procedures; directing, scheduling, and
coordinating all services and functions to completely accomplish the work as
required by this Agreement. The "local" representative shall be available for
consultation regarding problems on a daily basis at some time during regular
working hours (7:00 a.m. to 5:00 p.m., Monday through Friday).
9.06 Each crew of CONTRACTOR'S employees shall include at least one individual
who speaks the English language proficiently. For the purposes of this section a
crew is understood to be any individual worker or group of workers who might
service any site without other CONTRACTOR'S supervisory personnel present.
9.07 The CONTRACT ADMINISTRATOR may at any time give CONTRACTOR
written notice to the effect that the conduct or action of a designated employee of
CONTRACTOR is, in the reasonable belief of the CONTRACT
ADMINISTRATOR, detrimental to the interest of the public patronizing the
premises. CONTRACTOR shall meet with representatives of the CONTRACT
ADMINISTRATOR to consider the appropriate course of action with respect to
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such matter and CONTRACTOR shall take reasonable measures under the
circumstances to assure the CONTRACT ADMINISTRATOR that the conduct
and activities of CONTRACTOR'S employees will not be detrimental to the
interest of the public patronizing the premises.
9.08 The CONTRACT ADMINISTRATOR may at any time order any of the
CONTRACTOR'S personnel removed from the premises when, in the reasonable
belief of the CONTRACT ADMINISTRATOR, said CONTRACTOR'S personnel is
objectionable, unruly, unsafe, or otherwise detrimental to the interest of the CITY
or the public patronizing the premises
9.09 The CONTRACTOR shall require each of his personnel to adhere to basic public
works standards of working attire including uniform shirts and/or vests clearly
marked with the CONTRACTOR'S company name and employee name badges
as approved by the CONTRACT ADMINISTRATOR. Sufficient changes shall be
provided to present a neat and clean appearance of the CONTRACTOR'S
personnel at all times. Shirts shall be worn and buttoned at all times.
CONTRACTOR'S personnel shall be equipped with proper shoes and other gear
required by State Safety Regulations.
10.00 NON-INTERFERENCE - NOISE
10.01 CONTRACTOR shall not interfere with the public use of the premises and shall
conduct its operations as to offer the least possible obstruction and
inconvenience to the public or disruption to the peace and quiet of the area within
which the services are performed.
10.02 In the event that the CONTRACTOR'S operations must be performed when
persons of the public are present, CONTRACTOR shall courteously inform said
persons of any operations that might affect them and, if appropriate, request
persons to move out of the work area.
11.00 DRUG AND ALCOHOL FREE WORKPLACE
11.01 The CITY is committed to maintaining a work environment free from the effects of
drugs and alcohol consistent with the directives of the Drug Free Workplace Act.
As a condition of this Agreement, CONTRACTOR and CONTRACTOR'S
employees shall meet the requirements of this policy as set forth in the "City of
Carlsbad Drug and Alcohol Use Policy" incorporated by reference herein.
CONTRACTOR agrees that CONTRACTOR and CONTRACTOR'S employees,
while performing services for the CITY, on CITY property, or while using CITY
equipment will not be in possession of, use, or be under the influence of drugs or
alcohol.
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CONTRACTOR has the duty to inform all employees or agents of
CONTRACTOR that are performing service for CITY on CITY property or using
CITY equipment of the CITY'S objective of a safe, healthful and productive
workplace and the prohibition of drug or alcohol possession, use or impairment
from same while performing such service for CITY.
CITY has the right to terminate, or declare this or any other Agreement
CONTRACTOR has with the CITY in default if CONTRACTOR'S employees are
determined by the CONTRACT ADMINISTRATOR to have breached the
provisions of Section 12 herein as interpreted and enforced pursuant to the
provision of the "City of Carlsbad Drug and Alcohol Use Policy".
12.00 NEGOTIATED PROPOSAL AND ACCEPTANCE
12.01 The CITY may award work to the CONTRACTOR, at the discretion of the
CONTRACT ADMINISTRATOR. New work will be awarded on a negotiated
proposal and acceptance basis as when the CONTRACT ADMINISTRATOR
determines that it is appropriate to negotiate a fixed price for work in lieu of
utilizing unit prices. Payment for Work shall be performed by negotiated
agreement between the CITY and the CONTRACTOR or on a TIME AND
MATERIALS basis in accordance with the Vendor's Proposed Cost of Services
chart.
12.02 Prior to performing any work, the CONTRACTOR shall prepare and submit a
written proposal including a description of the work, a list of materials, and a
schedule for completion. No work shall commence without written approval of
the CONTRACTOR'S proposal by the CONTRACT ADMINISTRATOR. This
proposal is subject to acceptance or negotiation by the CONTRACT
ADMINISTRATOR.
12.03 All work shall commence on the specified date established and CONTRACTOR
shall proceed diligently to complete said work within the time allotted.
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