HomeMy WebLinkAboutAVI Systems Inc; 2021-08-27;City Attorney Approved Version 6/12/18 1
AGREEMENT FOR FARADAY OFFICE CLICK SHARES AVI SYSTEMS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 20___, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and AVI Systems, Inc. ("Contractor”). RECITALS City requires the purchase and professional services for integration of click share devices for two offices at the Faraday Operations Building. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the
“Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of ninety (90) days from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be four thousand, four hundred fifteen dollars and forty-one cents ($4,415.41). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished.
5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 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.
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6. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers
(LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an
additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Brent Gerber Name Ryan Walsh
Title Senior Management Analyst Title Senior Account Manager
Department Information Technology Address 10070 Willow Creek Road City of Carlsbad San Diego, CA 92131-1623
Address 1635 Faraday Avenue Phone No. 858.653.4300
Carlsbad, CA 92008 Email Ryan.Walsh@avisystems.com
Phone No. 760.271.0264
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. 8. 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 categories. Yes No 9. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement.
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10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice
to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et
seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California.
13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become
due under it, without the prior written consent of City. 14. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 15. 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 CITY OF CARLSBAD, a municipal corporation of the State of California
By: By:
(sign here) Maria Callander, Director of IT
(print name/title)
ATTEST:
By:
for
(sign here) Faviola Medina, City Clerks Services Manager
(print name/title)
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David Bunting AVP
City Attorney Approved Version 6/12/18 4
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: CELIA A. BREWER, City Attorney
By:
Assistant City Attorney
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EXHIBIT “A” SCOPE OF SERVICES See attached proposal number 1068021 dated June 24, 2021.
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Retail Sales Agreement
AVI Systems Inc., 10070 Willow Creek Road San Diego, CA, 92131-1623 | Phone: (858)653-4300, Fax: (858)695-7844
Proposal Number: 1068021 Proposal Date: June 24, 2021
Prepared For: Carlsbad, City of
Faraday Office Click Shares Attn: Ruthann Pearlman
Prepared By: Ryan Walsh
Phone: (858)653-4339
Email: ryan.walsh@avisystems.com
Attn: Ruthann Pearlman Attn: Ruthann Pearlman
Carlsbad, City of Carlsbad, City of - Administration Offices
1635 Faraday Ave 1635 Faraday Ave
Carlsbad, CA, 92008-7314 Carlsbad, CA, 92008-7314
Phone: (760)602-2460 Phone: (760)602-7592
Email: Ruthann.Pearlman@carlsbadca.gov Email: Ruthann.Pearlman@carlsbadca.gov
Customer Number: 542100
COMMENTS
PRODUCTS AND SERVICES SUMMARY
Equipment $3,030.00
Integration $1,034.58
Shipping & Handling $116.00
Tax $234.83
Grand Total $4,415.41
Unless otherwise specified. The prices quoted reflect a discount for a cash payment (i.e., check, wire transfer) made by Customer in
full within the time stated for payment on each invoice. Discount only applies to new items included on the invoice, and only applies if
the balance on the invoice is paid in full.
All returned equipment is subject to a restocking charge. The prices are valid for 15 days and may be locked in by signing this Retail
Sales Agreement.
Overdue balances are subject to a finance charge of 1.5% per month, or interest at the highest rate permitted by applicable law. In the
event AVI must pursue collection of unpaid invoices, Customer agrees to pay all of AVI’s costs of collection, including its attorneys’
fees.
BILL TO SITE
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RSA: 1068021
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INVOICING AND PAYMENT TERMS
Customer and AVI have agreed on the payment method of ACH. Payment must be remitted by stated method. To the extent Customer
seeks to use of any payment methods other than stated, and that payment method results in an increased transaction cost to AVI, the
new payment must be approved in writing, and the Customer shall be responsible for paying the increased transaction cost to AVI
associated with the change in payment method. Payments shall be made 30 days from invoice date. So long as the invoice has been
sent and the Customer’s payment is made within the terms work will continue.
AVI uses progress billing, and invoices for equipment and services allocated to the contract on a monthly basis. Unless otherwise
specified, all items quoted (goods and services) as well as applicable out of pocket expenses (permits, licenses, shipping, etc.) are
invoiced in summary (including applicable sales taxes due for each category of invoiced items).
Customer is to make payments to the following “Remit to” address:
AVI Systems
NW8393 PO Box 1450
Minneapolis, MN 55485-8393
A monthly summary of detailed equipment received is available upon request. Equipment received may be different than equipment
billed based on agreed billing method.
TAXES AND DELIVERY
Unless stated otherwise in the "Products and Services Summary" above, AVI will add and include all applicable taxes, permit fees,
license fees, and delivery charges to the amount of each invoice. Taxes will be calculated according to the state law(s) in which the
product(s) and/or service(s) are provided. Unless Customer provides a valid tax exemption certificate for any tax exemption(s) claimed,
AVI shall invoice for and collect all applicable taxes in accordance with state law(s), and Customer will be responsible for seeking a tax
credit/refund from the applicable taxing authority.
AGREEMENT TO QUOTE AND DOCUMENTS CONSTITUTING YOUR CONTRACT WITH AVI
Customer hereby accepts the above quote for goods and/or services from AVI. When duly executed and returned to AVI, AVI's Credit
Department will check Customer's credit and approve the terms. After approval by AVI's Credit Department and signature by AVI, this
Retail Sales Agreement will, together with the AVI General Terms & Conditions (which can be found at
http://www.avisystems.com/TermsofSale) form a binding agreement between Customer and AVI. (This Retail Sales Agreement and the
AVI General Terms & Conditions of Sale (the “T&Cs”) are referred to collectively as the “Agreement”). If not defined in this Agreement,
all capitalized terms shall have the meaning given to them in the T&Cs. Should AVI's Credit Department determine at any point prior to
AVI commencing work that Customer’s credit is not adequate, or should it otherwise disapprove of the commercial terms, AVI reserves
the right to terminate the Agreement without cause and without penalty to AVI.
AGREED AND ACCEPTED BY
AVI Systems, Inc.
Company Company
Signature Signature
Printed Name Printed Name
Date Date
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CONFIDENTIAL INFORMATION
The company listed in the “Prepared For” line has requested this confidential price quotation, and shall be deemed “Confidential
Information” as that term is defined in the T&Cs. This information and document is confidential and is intended solely for the private
use of the customer identified above. Customer agrees it will not disseminate copies of this quote to any third party without the prior
written consent of AVI. Sharing a copy of this quote, or any portion of the Agreement with any competitor of AVI is a violation of this
confidentiality provision. If you are not the intended recipient of this quote (i.e., the customer), you are not properly in possession of this
document and you should immediately destroy all copies of it.
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SERVICES TO BE PROVIDED
INTEGRATION SERVICES
INTEGRATION SCOPE OF WORK
A. SUMMARY: AVI Systems will provide and install to Click Share CSE-200 wireless systems on previously installeddisplays in The ity of Carlsbad’s Faraday Office.
B. SYSTEM DESCRIPTION:
•In a total of (2) offices AVI Systems will provide the following:
o Install Click Share CSE-200 behind an OFE 55” display.
▪The Click Share will be installed in a small mount behind the display
▪The Click Share will be connected to Input 1 on the display via an HDMI cable
▪AVI Systems will program the Click Share to be configured with The City of Carlsbad’s standardconfiguration.
C. EXCLUSIONS: The following work is not included in our Scope of Work:
•All conduits, high voltage, wiring panels, breakers, relays, boxes, receptacles, etc.
•Concrete saw cutting and/or core drilling
•Fire wall, ceiling, roof and floor penetration
•Necessary gypsum board replacement and/or repair
•Necessary ceiling tile or T-bar modifications, replacements and/or repair
•Structural support of equipment *AVI Systems not responsible for building related vibrations
•Installation of ceiling mounted projection screen
•All millwork (moldings, trim, cut outs, etc.)
•Patching and Painting
•Permits (unless specifically provided for and identified within the contract)
•Unless otherwise stated the pricing in this agreement does not include prevailing wage or union labor
•Unless specifically noted lifts and scaffolding are not included
D. CONSTRUCTION CONSIDERATIONS:
In order to accomplish the outlined goals of this project, the Customer will be responsible for contracting with an outside entity to make the necessary modifications to the space as directed by AVI Systems. The costs associated with these
modifications are not included in this proposal.
E. NOTICE: THIS SCOPE OF WORK IS DELIVERED ON THE BASIS OF THE FOLLOWING ASSUMPTIONS:
•The room(s) match(es) the drawings provided.
•Site preparation by the Customer and their contractors includes electrical and data placement per AVI Systems
specification.
•Site preparation will be verified by AVI Systems project manager or representative before scheduling of the
installation. All work areas should be clean and dust free prior to the beginning of on-site integration of electronic
equipment.
•Customer communication of readiness will be considered accurate and executable by AVI Systems project
manager.
•In the event of any arrival to site that AVI Systems is not able to execute work efficiently and definably progress,
the Customer will be charged a fee to reimburse AVI Systems for all lost time and inefficiencies. At this time, the
Customer will be presented a Contract Change Order and will/may halt work until acceptance by the Customer
and rescheduling of the integration effort is agreed upon.
•Rescheduling and redeployment of AVI Systems technicians due to unacceptable site preparation may cause
scheduling delays of up to 10 business days.
•There is ready access to the building / facility and the room(s) for equipment and materials.
•There is secure storage for equipment during a multi-day integration.
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•If Customer furnished equipment and existing cabling is to be used, AVI Systems assumes that these items are in
good working condition at this time and will integrate into the designed solution. Any repair, replacement and/or
configuration of these items that may be necessary will be made at an additional cost.
•All Network configurations including IP addresses are to be provided, operational and functional before AVI
Systems integration begins. AVI Systems will not be responsible for testing the LAN connections.
•Cable or Satellite drops must be in place with converter boxes operational before the completion of integration.
Any delay resulting in extra work caused by late arrival of these items will result in a change order for time and
materials.
•Document review / feedback on drawings / correspondence will be completed by the Customer within two
business days (unless otherwise noted).
•The documented Change Control process will be used to the maximum extent possible – the Customer will have
an assigned person with the authority to communicate/approve project Field Directed Change Orders and
Contract Change Orders (see Appendix).
•In developing a comprehensive proposal for equipment and integration services AVI Systems’ Sales
Representatives and Engineering teams must make some assumptions regarding the physical construction of
your facility, the availability of technical infrastructure and site conditions for installation. If any of the conditions
we have indicated in the site survey form are incorrect or have changed for your particular project or project site,
please let your Sales representative know as soon as possible. Conditions of the site found during integration
effort which are different from those documented may have an effect on the price of the system solution,
integration or services. To ensure that you have an accurate proposal based on your facility and specific to the
conditions of your project, please review all project documentation carefully.
F. INTEGRATION PROJECT MANAGEMENT PROCESSES
AVI Systems will follow a foundational project management process which may include the following actions/deliverables (based on the size/complexity/duration of the integration project):
•Site Survey – performed prior to Retail Sales Agreement and attached
•Project Welcome Notice – emailed upon receipt of Purchase Order
•Project Kick-Off meeting with Customer Representative(s) – either by phone or in-person
•Project Status reviews – informal or formal – either by phone or in-person (based on the size/complexity/duration
of the project)
•Project Change Control – comprised of Field Directed Change Order and/or Contract Change Order submittals
(see Appendix)
•Notice of Substantial Completion (see Appendix) – at Customer walk-through – prior to Service transition
G. KNOWLEDGE TRANSFER (TRAINING)
This is geared specifically towards the end-user / operator. The purpose of this knowledge transfer is to provide operators with the necessary knowledge to confidently and comfortably operate all aspects of the integrated system. Areas covered
include the following:
•Equipment and system overview
•Equipment operation and function
•Equipment start up, stop, and shut down
•Equipment automatic and manual operation
•Discussion and documentation relating to control system operation
•Discussion and documentation relating to system processor and its control applications
•Powering up, powering down AV system via control system
•Manual operation of display systems, audio system and all other related components
•Use/operation of patch panels, when and where to be used
•Who to call when help is required
H. AVI SYSTEMS INTEGRATION SERVICES RESPONSIBILITIES
AVI Systems will provide services/work for the project as described above in the Scope of Work or per the attached
separate Scope of Work document detailing the scope of work to be performed.
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•Provide equipment, materials and service items per the contract products and services detail.
•Provide systems equipment integration and supervisory responsibility of the equipment integration.
•Provide systems configuration, checkout and testing.
•Provide project timeline schedules.
•Provide necessary information, as requested, to the owner or other parties involved with this project to ensure thatproper AC electrical power and cableways and/or conduits are provided to properly integrate the equipment withinthe facilities.
•Provide manufacturer supplied equipment documentation.
•Provide final documentation and “as built” system drawings (CAD) - if purchased.
•Provide system training following integration to the designated project leader or team.
I. CUSTOMER INTEGRATION SERVICES RESPONSIBILITIES
•Provide for the construction or modification of the facilities for soundproofing, lighting, electrical, HVAC, structuralsupport of equipment, and decorating as appropriate. Includes installation of ceiling mounted projection screen.
•Provide for the ordering, provisioning, installation, wiring and verification of any Data Network (LAN, WAN, T1,ISDN, etc.) and Telephone Line (Analog or Digital) equipment and services prior to on-site integration.
•Provide all necessary cableways and/or conduits required to facilitate AV systems wiring.
•Provide all necessary conduit, wiring and devices for technical power to the AV systems equipment.
•Provide reasonable accesses of AVI Systems personnel to the facilities during periods of integration, testing andtraining, including off hours and weekends.
•Provide a secure area to house all integration materials and equipment.
•Provide a project leader who will be available for consultation and meetings.
•Provide timely review and approval of all documentation (Technical Reports, Drawings, Contracts, etc.).
PRODUCTS AND SERVICES DETAIL
PRODUCTS:
Model # Mfg Description Qty Price Extended
R9861520NA BARCO ClickShare-200 Set NA, Incl Ba 2 $1,435.00 $2,870.00 KSA1023B CHIEF CPU WALL MOUNT U-STYLE 2 $51.00 $102.00 CBL-HD-6 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 6 ft (1.8 m) 2 $29.00 $58.00
Project Management $393.42 Programming $204.00 On Site Integration $437.16
Total: $4,064.58
Refer to page 1 for the Grand Total that includes the Taxes, and Shipping & Handling
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AVI Systems, Inc. Signing Authorization and Delegation of Authority
Pli
October 2019
Your Name:
Employee #
Date:
Branch:
Signing Authorization Form
Pursuant with your responsibilities as , you are hereby delegated the
authority and responsibility to plan for and to manage the businesses and activities assigned to the
position.
Operationally, you are delegated general authority to take actions as you deem necessary to carry out the
responsibilities assigned to you. This authority must be exercised consistent with the objectives of the
approved operating plans, approved department budget, approved salary action plan and policies of the
company.
With regards to commitments, purchases, and other financial obligations, you are authorized up to the
limits determined in Exhibit A - AVI’s Senior Management Signing Authorization.
By signing below, you accept full responsibility for the authorization granted herein and the terms and
conditions stipulated in the Signing Authorization and Delegation of Authority Policy.
Signature
Date Date
COO/Board Secretary
Area Vice Presedent
David W. Bunting
June 10th, 2020
San Diego
COO/Board Secretary:Joel Lehman
6/10/2020 6/10/2020
10576
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AVI Systems, Inc. Signing Authorization and Delegation of Authority
Pli
October 2019
Exhibit ADocuSign Envelope ID: 406AE922-928B-4050-BA00-BF8931D37F07
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