HomeMy WebLinkAbout2014-10-21; City Council; 21762; Approving Amendment 1 to Agreement Cashel Corportation dba Integrated Media Systems, Audio Visual Design ServicesCITY OF CARLSBAD - AGENDA BILL
AB#
MTG.
DEPT.
21,762
10/21/14
ASD/IT
ADOPT RESOLUTION APPROVING
AMENDMENT NO.I TO THE MASTER SERVICE
AGREEMENT WITH CASHEL CORPORATION,
DBA INTEGRATED MEDIA SYSTEMS FOR
$180,000 OF AUDIO VISUAL DESIGN
SERVICES
DEPT.DIRECroR
CITY ATTY.
CITY MGR.
RECOMMENDED ACTION:
That City Council adopt Resolution No. 2014-242 approving amendment No. 1 to the Master Services
Agreement with Cashel Corporation, DBA Integrated Media Systems for audio visual design services, for a
total not to exceed amount of $180,000.
ITEM EXPLANATION:
The City's existing audio visual equipment is based on outdated technology and is in need of a significant
upgrade. As a result it has become increasingly difficult and more costly to get parts, have maintenance
performed, and be confident our audio visual systems will perform when needed.
As part ofthe City's efforts to update its audio visual systems, a Request for Proposals for audio visual
design services was released in December 2013. Four proposals were received and all vendors were
asked to make a demonstration to city staff in January 2014. Each vendor presented to a diverse group
of city staff including end users, subject matter experts (SMEs) and the core project team. The best value
evaluations clearly identified Integrated Media Systems as the preferred vendor to conduct the design
services.
To date, design services are underway for replacing and upgrading audio visual systems forthe City
Council Chamber (cameras, recording equipment, audio equipment, broadcast and video displays),
Engineering Document Review Stations (conduct plan reviews on large size touch screen displays), Safety
Training Center Training Rooms (cameras, recording equipment, audio equipment, video displays,
training playback and video storage), 18 City Conference Rooms (audio equipment, video displays, video
and audio teleconferencing) and other spaces as identified. These projects have encumbered the initial
Master Service Agreement amount of $90,000.
In September 2014, the City Council approved the CIP project forthe Cole and Dove Library Remodels
which includes audio visual upgrades to the Schulman Auditorium including the court yard. Cole
Community Room and other media/study rooms as identified during the remodel project. The existing
Master Service Agreement with Integrated Media Systems is in place for these types of audio visual
design services but these new projects require additional funds be allocated to the Master Service
Agreement.
DEPARTMENT CONTACT: Randy Lagman 760-602-2789 Randy.Lagman(5)carlsbadca.gov
FOR CLERK USE.
COUNCIL ACTION: APPROVED X CONTINUEDTO DATE SPECIFIC •
DENIED • CONTINUEDTO DATE UNKNOWN •
CONTINUED • RETURNED TO STAFF •
WITHDRAWN • OTHER - SEE MINUTES •
AMENDED • REPORT RECEIVED •
FISCAL IMPAa:
The annual cost ofthe Master Service Agreement is not to exceed $180,000.
Any extension ofthe Master Service Agreement will be based upon a satisfactory review ofthe
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 ofthe extended agreement.
All work in progress underthe original Master Service Agreement has been funded from approved
department budgets. Schulman Auditorium and other rooms identified during remodel will be funded as
part ofthe Library remodel CIP budget. Cole Library Community Room will be funded from the Library
department's contingency budget.
Description Estimated Cost
Work in progress under original Master Service Agreement $90,000
Schulman Auditorium $35,000
Cole Library Community Room $15,000
Contingency for rooms at Cole and Dove Libraries identified during remodel $25,000
Contingency for other audio visual design services identified during this
agreement term
$15,000
Total $180,000
ENVIRONMENTAL IMPACT:
Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the
meaning of CEQA in that it has no potential to cause either a direct physical change in the environment,
or a reasonably foreseeable indirect physical change in the environment, and therefore does not require
environmental review.
EXHIBITS:
Exhibit 1 Resolution 2014-242
Exhibit 2 Master Services Agreement Amendment No. 1 with Cashel Corporation, DBA Integrated
Media Systems
Exhibit 3 Master Services Agreement with Cashel Corporation, DBA Integrated Media Systems
DEPARTMENT CONTACT: Randy Lagman 760-602-2789 Randy.Lagman@carlsbadca.gov
FOR CLERK USE.
COUNCIL ACTION: APPROVED • CONTINUEDTO DATE SPECIFIC •
DENIED • CONTINUEDTO DATE UNKNOWN •
CONTINUED • RETURNED TO STAFF •
WITHDRAWN • OTHER - SEE MINUTES •
AMENDED • REPORT RECEIVED •
EXHIBIT 1
1 RESOLUTION NO.2014-242
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2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING AN AMENDMENT TO THE MASTER
SERVICE AGREEMENT WITH CASHEL CORPORATION, DBA
4 INTEGRATED MEDIA SYSTEMS FOR $180,000 OF AUDIO VISUAL
DESIGN SERVICES
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^ WHEREAS, the City's existing audio visual infrastructure is based on outdated
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technology and is in need of a significant upgrade; and
WHEREAS, in December of 2013 Information Technology (IT) department staff and
subject matter experts (SMEs), developed a request for proposal (RFP) for audio visual design
11 services; and
12 WHEREAS, four vendors responded to the RFP and after performing a best value analysis
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CASHEL Corporation, DBA Integrated Media Systems was selected as the vendor to provide
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audio visual design services; and
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WHEREAS, CASHEL Corporation, DBA Integrated Media Systems designs is incorporating
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current digital technology and standardizing the City's audio visual equipment to reduce overall
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19 WHEREAS, the current scope of work has been expanded based on the recently
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approved CIP project for the remodel of the Dove and Cole libraries to include Schulman
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Auditorium, Cole library Community Room and other rooms identified during the project as
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well as other audio visual projects that would be identified at a later time; and
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24 WHEREAS, the funds for the projects will be provided from the requesting departments
25 allocated budgets
26 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cartsbad,
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California, as follows that:
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1. The above recitations are true and correct.
2. The City Council of the City of Carlsbad awards a one year Master Service
Agreement contract in amount not to exceed $180,000.00, to CASHEL
Corporation, DBA Integrated Media Systems for audio visual design services.
3. The Mayor of the City of Carlsbad is authorized to execute the Master Service
Agreement with CASHEL Corporation, DBA Integrated Media Systems for audio-
visual design services on behalf of the City of Carlsbad.
PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City
of Carlsbad on the 21st day of October _, 2014, by the
following vote to wit:
AYES: Council Members Hall, Packard, Schumacher, Blackburn,
NOES: None.
ABSENT: Council Member Wood.
MATTHHALL, Mayor
ATTEST:
B^i^Sa9A'j^LES0N,€ity Clerk
4
AMENDMENT NO.1 TO THE MASTER AGREEMENT FOR AUDIO VISUAL SYSTEM DESIGN
SERVICES
CASHEL CORPORATION, DBA INTEGRATED MEDIA SYSTEMS
This Amendment No.1 is entered into and effective as ofthe^J*^*^ day of
(LlpJ-t) tuLA^ , 2QI<I, amending the master agreement dated 31 March
2014. (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"),
and Cashel Corporation, a California Corporation ("Contractor") dba Integrated Media Systems
(collectively, the "Parties") for audio visual system design services.
RECITALS
A. The Parties desire to alter the Agreement's scope of work to include the
standardization of all audio-visual designs for the city; and
B. (Task 1) Engineering document review stations design and implementation not to
exceed fifteen thousand four hundred sixty five dollars ($15,465.00); and
C. (Task 2) Safety Training Center Training Rooms audio visual re-design not to
exceed eleven thousand one hundred fifty dollars ($11,150.00); and
D. (Task 3) City Council Chamber audio visual re-design not to exceed thirty seven
thousand two hundred five dollars ($37,205.00); and
E. (Task 4) Multiple City Conference Rooms audio visual design not to exceed
twenty three thousand two hundred eighty dollars ($23,280.00); and
F. (Task 5) Emergency Operations Center projector design and implementation not
to exceed two thousand sixty five dollars ($2,065.00); and
G. The Parties have negotiated and agreed to a supplemental scope of services,
that adds the Schulman Auditorium, Cole Library Community Room and additional rooms at
Cole and Dove libraries to the existing Master Agreement's Exhibit "A" Scope of Work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein. City and Contractor agree as follows:
1. The above recitals are incorporated herein.
2. Section 5 (COMPENSATION) of the Master Agreement is hereby amended. The
cumulative total for all projects allowed pursuant to this agreement, as amended from time to
time, shall not exceed one hundred eighty thousand dollars ($180,000.00) per agreement year.
Except as specifically modified herein, all other terms and conditions of section 5
(COMPENSATION) of the Master Agreement shall remain in full force and effect.
3. Contractor will complete all work described in Exhibit "A" to the Master
Agreement as amended by 31 March 2015.
City Attorney Approved Version 1/30/13
4. That Section 3 (TERMS) of the Master Agreement is deleted in its entirety and
replaced with: The City Manager may amend the Agreement to extend it for 2 additional one
year periods or parts thereof in an amount not to exceed one hundred eighty thousand dollars
($180,000.00) 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.
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.
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 Contractorto the terms and conditions of this Amendment.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
(sign here) Mayor
(print name/title)
ATTEST:
(sign here) BARBARA ENGLESO'
(print name/title)
If required by City, proper notarial acknowledgment of execution by Contractor must be
attached. If a corporation, Agreement must be signed by one corporate officer from each of the
following two groups:
Group A Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
City Attorney Approved Version 1/30/13
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^ity Attorney
BY:
City Attorney Approved Version 1/30/13
MASTER AGREEMENT FOR AUDIO-VISUAL SYSTEM DESIGN SERVICES
CASHEL CORPORATION, DBA INTEGRATED MEDIA SYSTEMS
THIS AGREEMENT is made and entered into as of the 3/ day of
t^vch. 20tfF-. by and between the CITY OF CARLSBAD, a municipal
corporation, hereinafter refen'ed to as "City", and Cashel Corporation, a California Corporation
("Contractor") dba Integrated Media Systems.
RECITALS
A City requires the professional services of an Audio-Visual Systems Consultant that
is expenenced in audio-visual ("AA/") services in the areas of designing conference room
systems, audio- and video-teleconference systems; television production systems, television
lighting, city council meeting automation and voting systems, large-screen and multi-touch
displays, digital signage
B The professional services are required on a non-exclusive, project-by-project
basis
C Contractor has the necessary experience in providing professional services and
advice related to systems design, operations, and support of conference rooms, audio- and video-
teleconference systems, television production systems, systems automation, and digital signage
and public kiosk systems
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. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those sen/ices (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions
Contractor's obligations with respect to any project granted to Contractor under this Agreement
will be as specified in the Task Descnption for the project (see paragraph 5 below)
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customanly 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
3. TERM
The term of this Agreement will be effective for a penod of one year from the date first above
written The City Manager may amend the Agreement to extend it for 2 additional one year penods
or parts thereof in an amount not to exceed ninety thousand dollars ($90,000 00) per Agreement
year Extensions will be based upon a satisfactory review of Contractor's performance. City
needs, and appropnation of funds by the City Council The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement
City Attorney Approved Version 1/30/13
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten
(10) days after receipt of notification to proceed by City and be completed within the time
specified in the Task Descnption for the project (see paragraph 5 below) Extensions of time for
a specific Task Descnption may be granted if requested by Contractor and agreed to in writing
by the City Manager or the Division Director as authorized by the City Manager ("Director")
The City Manager or Director will give allowance for documented and substantiated
unforeseeable and unavoidable delays not caused by a lack of foresight on the part of
Contractor, or delays caused by City inaction or other agencies' lack of timely action In no
event shall a specific Task Descnption exceed the term of this Agreement
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed ninety
thousand dollars ($90,000) per agreement year Fees wilt be paid on a project-by-project basis
and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Pnor to initiation of
any project work by Contractor, City shall prepare a Project Task Descnption and Fee Allotment
(the "Task Descnption") which, upon signature by Contractor and for City, the City Manager or
Director, will be considered a part of this Agreement The Task Descnption will include a
detailed' scope of sen/ices for the particular project being considered and a statement of
Contractor's fee to complete the project in accordance with the specified scope of sen/ices The
Task Descnption will also include a descnption of the method of payment and will be based
upon an hourly rate, percentage of project complete, completion of specific project tasks or a
combination thereof
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
withholdings on behalf of Contractor or its agents, employees or subcontractors City will not be
required to pay any workers' compensation insurance or unemployment contnbutions on behalf
of Contractor or its employees or subcontractors Contractor agrees to indemnify City within
thirty (30) days for any tax, retirement contnbution, social secunty, 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 pnor 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
City Attomey /^proved Version 1/30/13
8 OTHER CONTRACTORS
The City resen/es the nght to employ other Contractors in connection with the Services
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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 ansing out of the performance of the work described herein caused in whole or m 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 Citys self administered workers
compensation is included as a loss expense or cost for the purposes of this section and that
this section will sun/ive the expiration or early tennination 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 injunes to persons or damage to property which may
anse 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 earner admitted and authonzed to do business in the State of Califomia The
insurance earner is required to have a current Best's Key Rating of not less than A- Vll" 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
10 1 Coveraaes 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 of the insurance specified to be earned 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
1011 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
10 12 Automobile Liability (if the use of an automobile is involved for
Contractors 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 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
City Attomey Approved Version 1/30/13
I O
10 14 Professional Liability Errors and omissions liability appropnate to
Contractor's profession with limits of not less than $1,000,000 per claim Coverage must be
maintainfidfor a penod of five years foliowing the date of completion of the work
I I If box is checked. Professional Liability
Igfity s lratials Contractors 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 pnmary 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 dunng the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days pnor written notice to City sent
by certified mail pursuant to the Notice provisions of this Agreement
10 3 Providing Certificates of Insurance and Endorsements Pnor 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 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 nght to require, at anytime, 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
dunng normal business hours to examine, audit, and make transcnpts 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
City Attomey Approved Version 1/30/13
14 COPYRIGHTS
Contractor agrees that all copyrights that anse 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 wntten notice or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement are
Por Cltv For Contractor
Name Tina Steffan Name ^^i^£u^
Title Chief Technology Officer Title r^/^e^r ^t' <^
Dept Information Technology Address ^'^^i^^f^^X'^^'^^^
CITY OF CARLSBAD MSSA^ CA f^o^C
Address 1635 FaradayAvenue Phone <^7/VJ ^7^- ^oo 4£>y. z»t-
Carlsbad, CA 92008 Email /gg^^g^ €, J:MSA*^
Phone 760-602-2450
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
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 categones
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 obsen/e 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 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
discnmination and harassment
19 DISPUTE RESOLUTION ^ „ . „
If a dispute should anse regarding the performance of the Services 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 wnting 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 outlining 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
5 City Attomey /\pproved Version 1/30/13
20 TERMINATION
a) Termination for Convenience City may terminate this Agreement or any
SOW at any time and without cause by giving thirty (30) calendar days'
written notice to Contractor If there are no outstanding SOW(s), Contractor
may terminate this Agreement at any time and without cause by giving thirty
(30) calendar days' written notice to City
b) Termination for Cause Either party may terminate this Agreement or any
SOW in the event of a matenal breach ofthis Agreement by the other party
that IS not cured within thirty (30) days after the breaching party's receipt of
written notice thereof from the non-breaching party
c) Upon termination of this Agreement by either party or any SOW by Client in
accordance with Section (a) above or by Contractor in accordance with
Sectton (b) above. City shall pay Contractor up to the date of termination for
(i) sen/ices already rendered and (ii) expenses incurred which were pre-
approved by City
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 nght to annul this Agreement without liability, or, in
Its discretion, to deduct from the Agreement pnce 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 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 cnminal
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 penod of up to five (5) years Contractor acknowledges debarment by another junsdiction
IS grounds for City to tenninate this Agreement
23 JURISDICTIONS AND VENUE
Any action at law or in equity brought by either ofthe parties for the purpose of enforcing a right
or nghts provided for by this Agreement will be tned in a court of competent junsdiction 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
6 City Attorney Approved Version 1 /30/13
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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
26 AUTHORITY ^ ^ ^ u ^ ,r ^
The individuals executing this Agreement and the instruments referenced in it on behalf ot
Contractor each represent and wan-ant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement
Executed by Contractor this day of 20 /<7^
CONTRACTOR SEE NOTARY ATTACHMENT
By
CITY OF CARLSBAD, a municipal
corporation of the State of California
By
. siUtlll/,.
- tl Ja ^^ -
(sign here)
(pnnt name/title)
City Manager of Mayor or DireotoTy
Kathy Dodson
o =
71-
il ATTEST
By
BARBA
City Cler
NGLESON (sign here)
(pnnt name/title)
Proper notanal acknowledgment of execution by Contractor must be attached If a corporation.
Agreement must be signed by one corporate officer from each ofthe 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
CITY OF CARLSBAD, a municipal corporation of the State of California
APPROVED AS TO FORM
CELIA V^WER,^ity^torney
BY
City Attorney
City Attomey Approved Version 1/30/13
ACKNOWLEDGMENT
IBBHOBSBBBB«aBBBB»B»»Ba«»B»»BBl!l»BHB»MBHB»»OOBOSa=SSBBB = n=EaBBOBOBB=B = 1553B
State of Califomia
County of /hn.yjfi Jss.
On 1$^ before me, ^e-i-^n
Notary Public, personally appeared^gtacC CJIcLi^^J^ /i„j CcJlti^M
who proved to me on the basis of satisfactory evidence to be the pereor^ whose
name^ is/are subscribed to the within instrument and acknowledged to me that
b^she/they executed the same in hj^/bir/their authorized capadt^Jp), and that by
hte/J»fer/their signajures^_X)n the instrument the persor@, or the entity upon behalf of
which the personu))acted. executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Calrfomia that the
foregoing paragraph is true and correct.
WITNESS my hand and official seai.
Signature
YOUNG SUK KIM >
COMM # 1941607 »i
MOTARY PUSUC CAIIFORNIA <«
•RANGE counn Mr COMM EXP JUNE IB. 2015
OPTIONAL INFORMATION
Date of Document
Type or Title cf Document
Number of Pages in Document
Document in a Foreign Language
Type of Satisfactory Evidence-
Personally Known with Paper Identification
y Paper Identification
Credible VVitne3a(es)
Capactty of Signer.
Trustee
Power of Attomey
CEO/CFO/COO
President / Vice-President / Secretary / Treasurer
Other
Thumbpnnt of Signer
Check here rf
no thumbpnnt
or tingeiprint
IS available.
Other Information
Exhibit "A"
Scope of Services
Sen/ices
Contractor will provide expert sen/ices in the following areas for formally defined projects and ad
hoc modifications
Audio-visual design sen/ices
Conference room design services
Audio- and Video-teleconference system design sen/ices
Television production system design sen/ices
Television lighting system design sen/ices
Council meeting automation and voting system design services
Digital signage system design sen/ices
Public kiosk and large-format / multi-touch system design services
City will issue a work order to Contractor in writing via email or other wntten media detailing the
sen/ices required for each engagement Contractor shall provide a written estimate of the
engagement costs via email or other written media to City Contractor may submit invoices for
work performed on a monthly basis
Rates
Principal $250 00 per hour
Designer $185 00 per hour
Engineer $150 00 per hour
Project Manager $120 00 per hour
Technician $110 00 per hour
CAD Drafting $150 00 per hour
Administration $50 00 per hour
Overtime at 1 5 times above rates
Expenses Cost+15%
OVERTIME City shall pre-approve all expected overtime
TF^VEL IMS will comply with City's travel policy City shall pre-approve all travel expenses
EXPENSES Expenses include actual expenditures made by Consultant/Contractor and the
Consultant/Contractor's employees, as follow
1 Expenses of transportation in connection with the Project, living expenses in connection with
out of town travel (greater than 100 miles from IMS' Headquarters), per diem, and long
distance communications
2 Expense of reproductions, postage and handling of drawings, schedules, technical
specifications and any other documents and freight charges
3 Expense of photographs used in connection with the Project
4 Expenses of any rendenngs, presentation supplies, models, mock-ups, demonstration
equipment or samples requested by Client
Standard Working Hours
This Scope of Sen/ices document covers sen/ices performed dunng the standard business
hours of Monday through Friday, Sam to 6pm Contractor plans to perform only a small portion
City Attomey Approved Version 1/30/13
of after-hours work as needed to take production systems off-line, and all such after-hours work
must be pre-approved by City
Pavment Terms
Payment terms are net-30 from date of invoice
City Attomey Approved Version 1/30/13
11
STATEMENT OF WORK - AUDIO-VISUAL SERVICES
CASHEL CORPORATION. DBA INTEGRATED MEDIA SYSTEMS
ENGINEERING DOCUMENT REVIEW STATIONS PROJECT
The City is seeking to provide digital viewing of its public engineenng-related
documents/drawings by using large format interactive touch screens The City
anticipates completing this project in three phases (Technology Demonstration /
Evaluation, Evaluation of City Software on Proposed Solution, Small-scale
Implementation of Selected Solution) This Statement of Work is to be attached to the
City's Master Sen/ices Agreement with Cashel Corporation, dba Integrated Media
Systems ("IMS") for Audio-Visual Services,
IMS" Scope of Work will provide the following services to the City on a time and
matenals basis, as required
PHASE 1 - TECHNOLOGY DEMONSTRATION / EVALUATION
• Analysis of current and desired document review capabilities
• Evaluation of existing facility
• Evaluation and recommendation of vanous hardware/software product solutions
• Scheduling and coordination of product demonstrations
• Development of functional specification
• Identification of infrastructure requirements
PHASE 2 - EVALUATION OF CITY SOFTWARE ON PROPOSED SOLUTION
• Implementation, configuration, and testing of the touch-screen system(s)
selected from Phase 1 with City's Engineenng and Document Management
systems
• Final design, engineenng, costing, and planning for the Phase 3 Small-scale
implementation of the selected solution
PHASE 3 - SMALL-SCALE IMPLEMENTATION OF SELECTED SOLUTION
• Off-site assembly and fabncation (if required)
• Installation of final solution
• Coordination with City personnel and/or other trades
• Qualitative and quantitative evaluation of the installed solution
• Development and implementation of an on-gomg support and maintenance plan
for hardware, software, and integration
Note that City will conduct the actual product procurement activities, and have
the products shipped to Contractor for assembly and preparation for deployment
Page 1 of2
Integrated Media Systems Estimated Professional Services, per Master Services Agreement
Project City of Carlsbad - Engineering Document Review Stations Project
Date 1/31/14
TITLE HOURS RATE TOTAL
Designer 45 0 $185 00 $8,325 00
Engineer 20 0 $150 00 $3,000 00
Technician 24 0 $110 00 $2,640 00
Drafting 10 0 $150 00 $1,500 00
Estimated Total $15,465 00
CONTRACTOR SEE NOT/\RY ATTACHMENT CITY OF CARLSBAD, a municipal ,,u.ii„,
corporation of the State of California ^^^^M-SBAO'''/,
By
(sign here)
(pnnt name/title) ATTEST
Cityraariager or Mayor or Diractej^
Kathy Dodson
By
(sign here)
(pnnt name/title)
BARBARA Ef
City Clerk
LESON
APPROVE
CELIAA
Assistant City Attorney
Page 2 of2
ACKNOWLEDGMENT
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State of California
County of
mia
Jss
On rkh before me, ^T?? ^tU- -Hl^n
Notary Public, personally appeared C^OII^MM ^r^, QiQrlu^JJ
I I I II *
who proved to me on the basis of satisfactory evidence to be the person^ whose
name^/ts/are subscnbed to the withtn instmment and acknowledged to me that
h^s^hey executed the same in hii^hi^ytheir authonzed capacity(lp), and that by
hi^^pi&rAhetr signatures(^n the instmment the persorf^, or the entity upon behalf of
which the person^/ acted, executed tl% mstmment
I certify under PENALTY OF PERJURY underthe laws of the State of California that the
foregoing paragraph is true and correct
WITNESS my hand and offiaal seal
Signature
YOUNG SUK KIM i
COMM # 1941607 n!
NOTARY PUSUC CAUFORNIA ^
9IUNGE COUNH .
MY COMM EXP JUKE 18 20151
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OPTIONAL INFORMATION
Date of Document
Type or Title of Document
Number of Pages in Document
Document in a Foreign Language
Type of Satisfactory Evidence
Personally Known with Paper Identification
vt Paper Identification
Credible Witness(es)
Capacity of Signer
Trustee
Power of Attomey
CEO/CFO/COO
y President / Vice-President / Secretary / Treasurer
Other
Other Information
Thumbpnnt of Signer
^ Check here if
no thumbpnnt
orfirigerpniit
IS avaiiabie