HomeMy WebLinkAboutAGMT - Answer Communication (PD Upgrade) + IP
AGREEMENT TO PROVIDE
CABLE INSTALLATION SERVICES
THIS AGREEMENT is entered into this 11th day of 2005 between
Answer Communications, Inc., a California Corporation, 8416 Pershing Dr., Unit C.
Playa Del Rey, California 90293 ( "Contractor "), and the City of Seal Beach ( "City ").
RECITALS
A. City requires cable installation services.
B. Contractor represents that it is fully qualified to perform such services.
NOW, THEREFORE, the parties agree as follows:
1. Subject to the terms and conditions set forth herein, Contractor shall
provide the services set forth in the Scope of Work (Exhibit A). 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 July 1,
2005 and shall complete all services on or before December 31, 2005
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 than 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.
4. Compensation. City will compensate Contractor for services provided in
accordance with the payment schedule in the Scope of Work.
5. Method of Payment. Contractor shall submit to City an invoice for all
services performed. Each invoice shall describe in detail the services rendered. Within
ten business days of receipt 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.
S7296 0001.828607 1
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7. Indemnification. To the fullest extent permitted by law, Contractor hereby
agrees to defend, protect, indemnify, and hold harmless the City and its officials, officers
and employees (collectively "Indemnitees ") from and against any and all damages, costs,
expenses, liabilities, claims, demands, causes of action, proceedings, expenses,
judgments, penalties, liens, and losses of any nature whatsoever, including attorneys fees
and all costs associated therewith resulting from any act, failure to act, error, or omission
of Contractor or any of its officers, agents, servants, employees, subcontractors,
materialmen, suppliers, arising or claimed to arise, directly or indirectly, in connection
with the Agreement or the performance or failure to perform its obligations under the
Agreement, including this indemnity provision. This indemnity provision shall survive
the termination of the Agreement. Contractor shall pay Indemnitees for any attorneys
fees and costs incurred in enforcing this indemnification provision.
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 apply separately to this Agreement, or
the general aggregate 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 of 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.
d. Prior to commencement of work, Contractor provide to the City
Clerk a certificate 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
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canceled, reduced or otherwise modified except on thirty days written notice by the
insurance carrier to the City.
e. 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.
f. 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.
g. 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.
h. 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 - insured retentions as respects City, or Contractor shall
procure a bond guaranteeing payment of losses and expenses.
i. Nothing contained herein shall be construed as limiting in any way
Contractor 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
57296.0001.828607 3
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waiver of any other condition of 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. Attorneys' 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 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 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.
CIT SEAL BE H ANSWER COMMUNICATIONS, INC.
i By: Oft-- Ide-----e
City Manager AA
1/ (7-
H-05
Name: A- L J j �_
Date Title: P -& i b. &e■i'
ATTEST: Date: '1 - ■ 3 -- D S
1 • / �,
,s, ._,,1 . 1 _ 1. i / By
i Clerk
Name: ' • IAI ?? ks e4 s
Title: I LCH Ai I Cl A
APPROVED AS TO FORM:
Date: 7 - 1 - 3 - 0 5
7/1 igtrio-u. [Two Signatures Required for Corporations —
ity Attorney California Corporations Code § 313]
57296.0001.828607 4
EXHIBIT "A"
Scope of Work
Answer Communications, Inc., agrees to perform the following at the City of Seal Beach
Police Department:
Pulling of CAT 6 Cable, installation of data jacks, terminated on both ends, install patch
panel, wire management system, data racks, and corresponding equipment shelves, and
labeling of all jacks.
All equipment described herein to be tested an in good working order upon completion of
installation.
Equipment Itemization
The following specifically described equipment to be installed at the cost listed herein:
3 Chatsworth mega frame data rack enclosures
3 Chatsworth Fan Kits
6 Chatsworth electrical power strips (15A)
11 Chatsworth shelves
1 Chatsworth ladder rack with rack support and J -Bolt Kit
1 Chatsworth mounting kit
2 Patch Panels (48 Port) CAT -6
1 Patch Panel (24 Port) CAT -6
100 CAT -6 Jacks
10 CAT -6 plenum rated cables (1000 FT. per box)
50 CAT -6 faceplates (4 Port)
Parts Total $12,000.00
Sales Tax $ 990.00
Labor $13,010.00
Total Package Price $26,000.00
Warranty
All parts to be covered under warranty for 1 full year from date of purchase. Warranty
does not cover abuse, negligence, accidents, riots, flooding, natural disasters, or anything
other than normal wear and tear of equipment.
Adds, Moves and Changes
Any additional parts or labor not listed herein to be billed additionally.
Payment Schedule
A 50% payment to be paid to Answer Communications upon acceptance, due prior to
commencement of assignment herein described. Additionally a 25% payment due after
all cable has been pulled, and the remaining 25% of the balance to be paid upon
completion of equipment installation at follows:
50% Payment due upon acceptance $13,000.00
25% Payment due after cable is pulled $ 6,500.00
25% Payment upon completion $ 6,500.00