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HomeMy Public PortalAboutC-20-145 - Nuevo Systems Integration, Installation of Air Fiber Wireless Point to Point ServicesAGREEMENT FOR CONTRACT SERVICES 1 BETWEEN THE CITY OF CARSON AND Cil NUEVO SYSTEMS INTEGRATION THIS AGREEMENT FOR CONTRACT SERVICESherein "Agreement") V ( g ) is made and entered into this day of, 2020 by and between the CITY OF CARSON, a California municipal corporation ("City") and NUEVO SYSTEMS INTEGRATION, a sole p proprietorship ("Contractor"). City and Contractor are sometimes hereinafter individually v referred to as "Party" and hereinafter collectively referred to as the "Parties." V NOW, THEREFORE, the parties hereto agree as follows: 1. SERVICES OF CONTRACTOR 1.1 Sco a of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses Permits Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement. 1.4 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2. COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Twenty Four Thousand Nine Hundred Sixty Six Dollars and Sixty Six Cents ($24,966.66) ("Contract Sum"). 2.2 Invoices. Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall detail 01007.00061678657.1 NDP I charges for all necessary and actual expenses by the following categories: labor (by sub- category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within forty five (45) days of receipt of Contractor's correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall 0 1007 0OW678657. I NDP -2- ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). 4. COORDINATION OF WORK 4.1 Re resentative of Contractor. 1P Potter, Owner, is hereby designated as being the representative of Contractor authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Contractor and any authorized agents shall be under the exclusive direction of the representative of Contractor. Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff and subcontractors, and shall keep City informed of any changes. 4.2 Contract Officer. [Kevin Kennedy, Information Technologies Manager, or] such person as may be designated by the City Manager is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer"). 4.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 4.4 Indcpcndent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City. 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: 01007.0006/678657,1 NDP .3t (a} Commercial General Liability Insurance (Occurrence Form CGOOOI or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance Form CA 0001 d 1187 including-"any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars, and any other automobile. (d) Professional Liabili . Professional liability insurance appropriate to the Contractor's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor's services or the termination of this Agreement. During this additional 5 -year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". (f) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Contractor's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended 01007.0006/676657. i NDP 4_ or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances. 5.3 Indemnification. To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Contractor is legally liable ("indemnitors"), or arising from Contractor's or indemnitors' reckless or willful misconduct, or arising from Contractor's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. 6.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require. 01007.00061678657.1 NDP -5- 6.3 Confidentiality and Release of Information. (a) All information gained or work product produced by Contractor in Performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer. (b) Contractor shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives the City notice of such court order or subpoena. (c) If Contractor provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor's conduct. (d) Contractor shall promptly notify the City should Contractor be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Contractor. 6.4 Ownershin of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Contractor in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further cmployment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Contractor with respect to any documents and materials that may qualify as `works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 01007 0006/676637.1 NDP 7.2 Disputes, Default. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. 7.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a statutory claim pursuant to Government Code Sections 905 et. seq, and 910 et. seq., in order to pursue any legal action under this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.4 Termination Prior to Ex 'ration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.5 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for 01007,000&678657,1 NDP -7- completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 8. MISCELLANEOUS 8.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class 8.2 Non-liabili of Ci Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Contractor, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 8.4 Inte tion.• Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 8.6 Waiver. No delay or omission in the exercise of any right or remedy by non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in 01007.00061676657.1 N171' -8- writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.7 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 8.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 8.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 8.10 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor farther warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Contractor's Authorized Initials 4X", 8.11 Co orate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. 01007.4006/678657 1 NDP -9- [Signatures on the following page.] 01007,00061678657_ I NDA -10- INVVIIN-MW #,thepwthis Agn=mroantbcdaoc aod wfimc APPROVED AS TO FORAM AESME & WYNDER, LLP Stt K- Sob= Cily Anomey [tel CONTRACTOR: NUEVO SMUEW Rflf ORA nm a snl NmnlR JP Fnttar Tide. Owncr By: 'ride: Addrcss:_1662 Star Ttdig Street Manteca, CA 95337 Two corporate otrX*r Sigmtnrrs nq irad whta CootMCtor is a eorgorathM, with one Sigoatnrz rtgmircd from mKh of the following groapx 1] Chairm of the Board, Preddent or any Viet Preddmt; and I) Searebkry, any Aubb t Secretary, Chief F-xmocmi Officer or say Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION. OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRAC'TOR'S BUSINESS ENTITY. OH1O7000Fi1' M57! IOP EXHIBIT "A" SCOPE OF SERVICES I. Contractor will perform the following Services: A. Installation of IG Air fiber wireless point to point services between City Hall Event Center at 801 E. Carson Street and Carson Park at 21411 S. Orrick Ave: 1. Each location shall receive (2) Cat -6 data cables from the closest MDF/IDF to Air Fiber unit mounted on the roof. Cable (1) Primary cable (2) secondary. Transmitting unit shall be located at 801 E. Carson St. Receiving unit shall be located at 21411 S. Orrick Ave. All cables shall be tested and labeled at both ends. 25-26' Electric Scissor Lift Narrow is required to complete the cabling at City Hall Even Center at 801 E Carson St, Carson, CA 90745. 2. Both transmit and receive units shall be roof mounted with non -penetrating mounts and or pole mounted to building. Structure. Telescopic Boom Lift, 80 ft required for device mounting at 801 E Carson St, Carson, CA 90745 B. Provide materials for above installation, including: CITY CARSON POINT TO POINT CABLING MATERIALS l 2000 FEET CAT -6 SHIELDED OUTDOOR INDOOR -OUTDOOR CABLE 2 10 EACH CAT -6 DATA JACK 3 4 EACH CAT -6 2 -PORT ENCLOSURE 4 2 EACH 314 INCH SCHED40 RALB 5 6 50 1 FEET EACH 314 INCH SCHEDULE 40 CONDUIT PENETRATION SLEEVE 7 3 EACH UNISTRUT C -CHANNEL FOR MOUNT FABRICATION $ 4 EACH M1SC-MOUNTING HARDWARE / FIRE STOP CLAY II. As part of the Services, Contractor will prepare and deliver the following tangible work products to the City: A. NIA III. In addition to the requirements of Section 6.2, during performance of the Services, Contractor will keep the City updated of the status of performance by delivering the following status reports: OI OO7.OW&678657_ I NDP A- l A. NIA IV. All work product is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City. V. Contractor will utilize the following personnel to accomplish the Services: A. JD Potter B. Matthew Whitmore C. 01007.0006/678657.1 NDP EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) 1. Section 1.5, "Compliance with Labor and Wage Laws," is hereby added to the Agreement as follows (additional language identified in bold italics, and deletions shown in dough): 1.5 Compliance with Labor and Wage Laws. (a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) Registration with DIR Pursuant to Labor Code section 1771.1, Contractor and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement. (c) Prevailing Wages Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the DIR determination of the prevailing rale of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. If this Agreement is subject to the payment of federal prevailing wages under the Davis -Bacon Act (40 U.S.0 § 3141 et seq.), then Contractor shall pay the higher of either the state for federal prevailing wage applicable to each laborer. (d) Persalt or Failure to PaE Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and lire penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (e) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make smelt payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. 01007.00061678657.1 NDP B-1 M A rentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of lire information submitted to any applicable apprenticeship program. Within sirty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed tinder this Agreement. (g) Eight -Hour Work Dav,. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (h) Penalties for Excess Hours. Contractor shall comply with and be bound by lite provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in lite performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of lite provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for am hours worked in excess of 8 hours per day at not less than one and one-half (1 %) times the basic rate of pay. (i) Workers' Compensation. California Labor Code Sections 1860 and 3700 Provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance wills lite provisions of California Labor Code Section 1861, Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply wills such provisions before commencing the performance of the work of this contract." 0) Contractor's &WonsibilitV for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages 01007 0046/679657.1 NDP Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 01007.00061678657.1 NDP EXHIBIT "C" SCHEDULE OF COMPENSATION I. Contractor shall perform the Services in Exhibit A at the following rates: SUB -BUDGET A. Labor $7,237.16 B. Materials $15,684.65 C. Maintenance $1,504.98 D. Yearly FCC $539.87 Renewal TOTAL $24,966.66 II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as a part of the final payment upon satisfactory completion of services. NIA. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3. IV. The City will compensate Contractor for the Services performed upon submission of a valid invoice, in accordance with Section 2.2. Each invoice is to include: A. Line items for all the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed $24,966.66, as provided in Section 2.1 of this Agreement. VI. Contractor's billing rates for all personnel are attached as Exhibit C-1. NIA C-1 01007.00061678657.1 NDP EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Contractor shall perform all Services in Exhibit A within 30 days of written notice to proceed issued by Contract Officer. Services shall be performed during normal business hours. II. Contractor shall deliver the following tangible work products to the City by the following dates. A. NIA III. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. D-1 01007.0006/678657.1 NDP gill. O CERTIFICATE OF LIABILITY INSURANCE �� DATE 1 /2512 02 0 11(2512420 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endarsement(s). PRODUCER CONTACT Customer Service Department Statewide Commercial Ins Brokers PHONE (877) 247-7940 a HR. ExIlt c No]: (626) 340-4807 -our. SIL mail(lpst8wide.com 2406 N Lake Avenue INSURERS AFFORDING COVERAGE NAIC N Altadena, CA 91001 INSURER A; Interstate Fire and Casualty Company 22829 Phone 877) 207-7900 Fax (626) 340-4807 INSURED INSURER S - INSURER C: Nuevo Systems Integration INSURER 0. Clear Spring PropeLtj and Casua Cam an 15563 1662 Star Tulip Street Manteca CA 95337 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMIT$ SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ILTR TYPE OF INSURANCE ADD UBR POLICY NUMBER INMIDO1YYYY MkDULIDOnfYY LIMITS A Rg COMMERCIAL GENERAL LIABILITY ❑ CLAIMS -MADE a OCCUR ❑ GEN'L AGGREGATE LIMIT APPLIES PER ❑ POLICY ❑PRO• ❑LOC !ECT OTHER Y Y 51SAZGL0041308 11111!2420 11111!2021 EACH OCCURRENCE S 1.040.000 00 DAMA E T R NTEO 50,000.00PREMISES Ea occurrence $ MED EXP (Any one person) S 5,000.00 PERSONAL a ADV INJURY S 1,000,000 00 GENERAL AGGREGATE S 2,000,000 00 PRODUCTS - COMPIOP AGO S 1,000,000 00 S AUTOMOBILE LIABILITY ANY AUTO OWNED ❑ SCH❑ AUTOS AUTOS ONLY ❑ AHIRED UTOS ONLY E] AUTOS ONLY ID [] 1,i0 eBraldEeDfSINGLE LIMIT S BODILY INJURY (Per person) S BODILY INJURY (Peracadent) S Pp@08ERPnDAMAGE S S UMBRELLA UAB ❑ OCCUR EXCESS LIAR ❑ CLAIMS -MADE EACH OCCURRENCE S AGGREGATE S DED 0 RETENTION S S I7 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETORIPARTNERIEXECUTIyE!,�,' OFFICERIMEMBEREXCLUDED7 U (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA CS-VVK-000006615-0 11/13/2020 11/13/2021 PERTUTE OTH- ER E L. EACH ACCIDENT S 1,000,004.00 E.L. DISEASE - EA EMPLOYE $ 1,000,000.00 E.L. DISEASE - POLICY LIMIT S 1,000,000,00 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds CERTIFICATE HOLDER CANCELLATION �j p� t we fr SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carson s J THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 701 E Carson Street ACCORDANCE WITH THE POLICY PROVISIONS. Carson, CA 90745 AUTHORIZED REPRESENTATIVE 12/15/2020 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) QF The ACORD name and logo are registered marks of ACORD ACORDCERTIFICATE OF LIABILITY INSURANCE Ty ° ATE 1203"°°'Y'""' 12032020 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION "John David" Focht Personal Service Insurance Agent 9 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 916-505-1254 business iPhone POLICY NUMBER john.david@provenceinc.com INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A. Nationwide Insurance 23787 INSURER B Nuevo Systems Integration 1662 Star Tulip St Manteca, CA 95337-7917 INSURER C INSURER D 1 INSURER E i COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR IADWLI INSR6 T"F OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONLTR DATE IMMIDDMI LIMITS AUTHORIZED REPRESENTATIVE John David Focht GENERAL LIABILITY EACH OCCURRENCE S ETa R$ NTED COMMERCIAL GENERAL LIABILITY p MI �gEa acarerrce S MED EXP (Any omperson) 5 CLAIMS MADE X OCCUR PERSONAL & ADV INJURY S GENERAL AGGREGATE S GENLAGGREGATE LIMIT APPLIES PER, PRODUCTS - COMP/OP AGG S POLICY f l R I — ! LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 ANY AUTO ACP 3009978289 12/02/2020 12/02/2021 S (Ea acdden') BODILY INJURY 1,000,000 ALL OWNED AUTOS A SCHEDULED AUTOS (Par pe—) S X X HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Peracddenq S 1,000,000 PROPERTY DAMAGE S 1,000,000 (Per aaaiderd) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC S ANY AUTO AUTO ONLY AGG S EXCESSNMBRELLA LIABILITY EACH OCCURRENCE S AGGREGATE S OCCUR CLAIMS MADE _ S S DEDUCTIBLE $ RETENTION WORKERS COMPENSATION AND Y1C STATLI• DTH• EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE E.L. EACH ACCIDENT S E L. DISEASE • EA EMPLOYE 5 OyFFICERIMEMBER EXCLUDED7 SPECIAL PROVIdescrIbe SIONS Wow E, L. DISEASE. -POLICY LIMIT I $ OTHER DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS Hired and Non -Owned Coverage Waiver of Subrogation endorsement attached. City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds. CERTIFICATE HOLDER X CANCELLATION Cit City of Carson tome 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION !7 E Carson Street 1 cI DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Carson, CA 90745 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, TTS AGENTS OR REPRESENTATIVES. I2/15I202O AUTHORIZED REPRESENTATIVE John David Focht ACORD 25 (2001108) ® ACORD CORPORATION 1988 ACP 3009478284 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons Or Or anization s Effective Date: 01 /16/2020- 01/16/2021 City of Carson, its elected and appointed officers, employees, volunteers and agents are additional Insureds, Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you, CG 20 26 07 04 0 ISO Properties, Inc., 2004 Page 1 of 1