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HomeMy WebLinkAbout*AGMT - Answer Communications w + AGREEMENT TO PROVIDE CABLE INSTALLATION SERVICES THIS AGREEMENT is entered into this 26 day of October, 2006 between Answer Communications, Inc., A California Corporation, 11502 Hawthorne Blvd., Hawthorne, California 90250 ( "Contractor ") and the City of Seal Beach, a California Municipal Corporation, 211 8th Street, Seal Beach, California 90740 ( "City ") (collectively, the "Parties "). RECITALS A. City requires cable installation services. B. Contractor represents that it is fully qualified to perform such services. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Scope of Services. Subject to the terms and conditions set forth herein, Contractor shall provide the services set forth in the Scope of Work (Exhibit A), attached hereto and incorporated herein by this reference. In the event of any discrepancy between this Agreement and Exhibit A, this Agreement shall prevail. 2. Time for Performance. Contractor shall commence the services on December 1st, 2006 and shall complete all services on or before March 1st, 2007. 3. Termination. City may terminate this Agreement for any reason on ten days written notice to Contractor. Contractor shall cease all work on or before the effective date of such notice. In the event that City terminates this Agreement due to no fault or failure of performance by contractor, Contractor shall be paid a pro -rata share of the full compensation for all services and duties performed by the Contractor based upon the percentage of work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more that the amount that would be paid to Contractor for the full performance of the services required by this Agreement. Contractor shall have no other claim against City by reason of such termination. 1 4. Compensation. City will compensate Contractor for services provided in the amounts specified in the payment schedule set forth in the Scope of Work. 5. Method of Payment. Contractor shall submit to City an invoice for all service performed. Each invoice shall describe in detail the services rendered. City shall pay a deposit in the amount of 50% of the Total Cabling Price set forth in the Scope of Work upon execution of this Agreement. City shall make additional payments of 25% of the Total Cabling Price when all cable has been pulled and the remaining balance of 25% when all work is complete. Within 10 business days of receipt of each invoice, City shall notify Contractor in writing of any disputed amounts included on the invoice. Within thirty days of receipt of each invoice, City shall pay all undisputed amounts included on the invoice. 6. Independent Contractor. Contractor shall be an independent contractor and shall not for any purposes whatsoever be an agent or employee of City. Contractor shall have no power to incur any debt or obligation for City. Contractor shall not at any time or in any manner represent that it is or any of its employees, agents, or subcontractors are in any manner agents or employees of City. 7. Indemnification. Contractor agrees to indemnify City, its officers, employees, agents and volunteers against, and will hold each of them harmless from, any and all actions, claims, costs, causes of action, demands, damages, injuries, expenses, penalties, obligations or liabilities, in law or equity, to persons or property, including wrongful death, that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or incident to any acts, errors or omissions of Contractor, its agents, employees, subcontractors, or invitees arising out of Contractor's performance under this Agreement. Contractor shall defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorneys fees and costs of litigation incurred in connection herewith. Contractor will promptly pay and satisfy any judgment rendered against City, its officers, employees, agents, and volunteers for any such claims, damages, penalties, obligations or liabilities. In the event City, its officers, employees, agents, or volunteers are made a party to any action or proceeding filed or prosecuted against Contractor, its officers, employees, agents and assigns, for such damages or other claims arising out of or in connection with the acts of Contractor hereunder, Contractor agrees to pay City, its officers, employees, 2 agents, and volunteers any and all costs and expenses incurred by them in such action or proceeding, including but not limited to, actual attorney's fees and costs of litigation. Contractor shall reimburse City and its officers, employees, agents and volunteers for any and all legal expenses and costs incurred by each of them in connection therewith in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by City, its officers, employees, agents and volunteers. Contractor's covenants under this Section shall survive the termination or expiration of this Agreement. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or subsequent non - active negligence by the Indemnitees. 8. Insurance. a. Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of comprehensive General liability insurance, with limits of One Million Dollars ($1,000,000.00) for each occurrence and in the aggregate, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts or omissions of Contractor, its officers, employees, agents and independent contractors. If such insurance contains a general aggregate limit, such limit shall be three times the occurrence limit. b. Contractor shall at all times during the Term of this Agreement also carry, maintain, and keep in full force and effect a policy or policies or commercial automobile liability insurance with a combined single limit of One million Dollars ($1,000,000.00), per occurrence for bodily injury and property damage, which will cover the drivers and automobiles used to perform Services pursuant to this Agreement. Such insurance shall include coverage for owned, non - owned, and hired automobiles. c. Contractor agrees to maintain in full force and effect at all times during the performance of work under this Agreement Workers' Compensation Insurance, including employer's liability coverage, for the protection of Contractor's employees, with a minimum limit of $1,000,000.00 3 d. The policy or policies required herein shall be issued by an insurer admitted in the State of California with a rating of at least B +, VII in the latest edition of A.M. Best's insurance guide. e. Contractor agrees that if it does not keep the aforesaid insurance in full force and effect customer may either immediately terminate this Agreement for default by Contractor, or, if insurance is available at reasonable cost, customer may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. f. Prior to commencement of work, and at all times during the term of this Agreement, Contractor shall maintain on file with the City Clerk a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts, the additional insureds are named therein, and the policies cannot be canceled, reduced or otherwise modified except on thirty days written notice by the insurance carrier to the City. g. The general liability policy shall be endorsed to state that City, its officers, employees, agents and volunteers shall be covered as additional insureds with respect to the work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work. The automobile liability policy shall be endorsed to state that City, its officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any automobile owned, leased, hired, or borrowed by Contractor or for which Contractor is responsible. h. The policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled, or coverage reduced, except on 30 days prior written notice to the City. Contractor agrees that it will not cancel, reduce, or otherwise modify said insurance coverage. i. The insurance provided by Contractor shall be primary to any coverage available to City. The insurance policies required by this Agreement shall include provisions for waiver of subrogation. j. Any deductibles or self - insured retentions shall be declared to and are subject to City's approval. At the option of City, either the insurer shall reduce or eliminate the deductibles or self - 4 insured retentions as respects City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. k. Nothing contained herein shall be construed as limiting in any way Contractor's obligations of indemnification under Section 7 or other extent to which Contractor may be held responsible for payment of damages to persons or property resulting from its operations, including operations and work performed or materials supplied by or on behalf of Contractor, any subcontractors or by anyone directly or indirectly employed by any of them. 9. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. 10. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations. 11. No Assignment. Contractor shall not assign or transfer any interest in this Agreement nor the performance of any of Contractor's obligations hereunder, nor shall it subcontract any of the work described in this Agreement or the Scope of Work without the prior written consent of City. 12. Non - Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver or any other condition or performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 13. Attorney's Fees. If any action is brought to enforce or interpret the provisions of this Agreement, or arising out of the services provided by Contractor under this Agreement, the prevailing party shall be entitled to actual attorneys' fees and all related costs in addition to any other relief to which it may be entitled. 14. Time is of the Essence. Time is of the essence in the performance of the services. 15. Entire Agreement and Amendments. This Agreement represents the entire and integrated agreement between Contractor and the City. This 5 Agreement may not be amended except in a writing duly executed by the parties. WHEREFORE, the parties hereto have executed this Agreement as of the date first above written. CITY OF Si BEACH ANSWER COMMUNICATIONS, INC. .� � I By: ak, �ranager ` Name: /T l._C / SA („0" Date Title: ) a S ■ AT EST: Date: k( b • / - Cit Clerk By: Name: APPROVED AS 0 FORM: Title: ° /2) estM.4.Z.d ity Attorney Date: 6 • EXHIBIT "A" Scope of Work Answer Communications, Inc., agrees to perform the following at the City of Seal Beach Police Department: Installation of new Cat -6 data cable at the following locations, also removing of old cable and jacks. LOCATION: CITY HALL CAT -6 CABLE RUN PLENUM RATED (QTY 100) INCLUDES; CABLE, JACKS, AND LABOR. 96 PORT PATCH PANEL (QTY 1) 24 PORT PATCH PANEL (QTY 1) SET OF WIRE MANAGEMENT (QTY 1) LOCATION: POLICE DEPARTMENT CAT -6 CABLE RUN PLENUM RATED (QTY100) INCLUDES; CABLE, JACKS AND LABOR 96 PORT PATCH PANEL (QTY 1) 24 PORT PATCH PANEL (QTY 1) SET OR WIRE MANAGEMENT (QTY 1) LOCATION: PUBLIC WORKS CAT -6 CABLE RUN PLENUM RATED (QTY 60) INCLUDES; CABLE, JACKS, AND LABOR 48 PORT PATCH PANEL (QTY 1) 24 PORT PATCH PANEL (QTY 1) SET OF WIRE MANAGEMENT (QTY 1) 7 • 0 TRENCHING AND CONDUIT SUPPLIES SHOP CONDUIT SUPPLIES WALL MOUNT EQUIPMENT RACK LOCATION: LIFEGUARD STATION CAT -6 CABLE RUN PLENUM RATED (QTY 80) INCLUDES; CABLE, JACKS, AND LABOR 96 PORT PATCH PANEL (QTY 1) SET OF WIRE MANAGEMENT (QTY 1) TOTAL CABLING PRICE $73,000.00 NOTE: ANY ADDS, MOVES, OR CHANGES WILL BE BILLED ADDITIONALLY. 8