1 AGREEMENT FOR PROJECT SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND CASHEL CORPORATION DBA INTEGRATED MEDIA SYSTEMS
THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement”) is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Cashel corporation, a California corporation dba Integrated Media Systems (“Contractor" or “Consultant”).
The parties hereby agree as follows:
A. Description of Project or Scope of Services. The project description or scope of services to be provided by Contractor, and any corresponding responsibilities of City or services required to be performed by City are set forth in Exhibit "A”.
B. Term and Time of Completion. Contractor shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".
C. Compensation. City agrees to pay Contractor for work performed in accordance with Exhibit "C”.
D. Insurance. Contractor shall adhere to the insurance requirements outlined in Exhibit “D”, unless otherwise waived by the City’s Risk Manager. * * * * *
GENERAL PROVISIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Contractor shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.
3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, 2 and the rights thereto shall be deemed assigned to the City. If applicable, Contractor shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials shall be specific for the project herein and shall not be used by the City for any other project without Contractor's consent. Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the direction of Contractor for Contractor's own use; provided, however, that Contractor shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.
4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.
Inspections by the City shall not relieve or minimize the responsibility of Contractor to conduct any inspections Contractor has agreed to perform pursuant to the terms of this Agreement. Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Contractor hereunder.
5. Services. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C”, the City in its sole discretion may, upon notice to Contractor, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. City shall furnish Contractor, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Contractor's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Contractor.
6. Records. Contractor, including any of its subcontractors, shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Contractor, including any of its subcontractors, shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Contractor's completion of performance of this Agreement. Copies of all pertinent reports and correspondence shall be furnished to the City for its files.
3 7. Changes and Extra Work. All changes and/or extra work under this Agreement shall be provided for by a subsequent written amendment executed by City and Contractor.
8. Additional Assistance. If this Agreement requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.
9. Professional Ability. Contractor acknowledges, represents and warrants that Contractor is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement.
Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession.
10. Business License. Contractor shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.
11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. In the event of any such termination, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Contractor for this Agreement prior to Contractor’s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
4 12. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of Contractor's breach of this Agreement.
13. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Contractor further acknowledges, represents and warrants that Contractor has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.
14. Indemnity. To the maximum extent permitted by law, Contractor hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”) from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Contractor’s performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
5 b. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
15. Insurance. Contractor shall comply with the requirements set forth in Exhibit "D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.
16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
17. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nondiscrimination laws.
18. Non-Discrimination. Contractor shall comply with all applicable federal, state, and local laws, ordinances, regulations, and codes prohibiting discrimination, including but not limited to the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and the California Fair Employment and Housing Act.
Contractor shall not discriminate against any employee or applicant for employment on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall ensure that the evaluation and treatment of its employees and applicants for employment are free from such discrimination and harassment. Contractor shall include a similar non-discrimination provision in all subcontracts related to the performance of this Agreement.
19. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the services which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Contractor, Contractor shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor to assign any or all of its rights under this Agreement without first obtaining the City’s prior written consent shall constitute a material default under this Agreement.
The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Contractor or 6 twenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.
Further, the involvement of Contractor or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Contractor’s assets occurs, which reduces Contractor’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.
20. Subcontractors. Contractor shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Contractor shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.
21. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the exhibits to this Agreement.
22. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
23. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Contractor.
24. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.
25. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Contractor, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.
26. Time of Essence. Time is of the essence of this Agreement.
27. Confidentiality. To the extent permissible under law, Contractor shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
7 28. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."
29. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
30. Attorneys’ Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs.
This provision shall survive the termination of this Agreement.
31. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.
32. Interpretation. Contractor acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.
33. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein.
Contractor warrants the system installation for a period of ninety (90) days. Manufacturers' warranties apply to purchased equipment as described herein. Excluded from the warranty is damage or failure due to City’s abuse, misuse, or failure to observe equipment operational specifications and limitations. Further, excluded are operational supplies, including lamps and City furnished equipment. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping. Contractor shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.
34. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law. 8 35. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Contractor.
36. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
SIGNATURES FOLLOW ON NEXT PAGE
9 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 6th day of August, 2024.
CITY OF REDONDO BEACH, CASHEL CORPORATION, a California a chartered municipal corporation corporation dba Integrated Media Systems ___________________________ By: ___________________________ James A. Light, Mayor Name: ___________________________ Title: ___________________________
ATTEST: APPROVED:
___________________________ ___________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
___________________________
Michael W. Webb, City Attorney
President
Brad Caldwell
10 EXHIBIT "A"
PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES
CONTRACTOR’S DUTIES
Contractor shall install the paging system at the City Public Library located at 303 North Pacific Coast Hwy, Redondo Beach, CA 90277 (“Library”). Contractor shall:
A. Install one (1) Voltera A600.2 Bi-Amp Amplifier to power fourteen (14) speakers on the Library’s first floor.
B. Install fourteen (14) Atlas SD72W in-ceiling speakers on the Library’s first floor, including the installation of tile bridges in the ceiling.
C. Install all components required for this installation, including but not limited to wiring, cabling, and connectors with wiring running back to the Main Library Main Point of Entry (“MPOE”) room.
D. Perform physical tie-in and programming of the Amplifier/Speaker system to the existing Valcom Ring Central Paging Adapter installed in the MPOE.
E. Perform any other installation services to finalize the Library’s paging system.
F. In addition to Section 33 of the Agreement, Contractor shall provide manufacturer warranties, which are incorporated herein by reference and attached as Attachments “A-1” and “A-2”.
11 ATTACHMENT “A-1”
INNOVATIVE ELECTRONIC DESIGNS, LLC (“IED”)
LIMITED WARRANTY AND SOFTWARE LICENSE
The warranty and software license is attached.
GENERAL INFORMATION JUNE 2012 Rev. B SECTION 0 GROUP 01 PAGE 1
POLICIES LIMITED WARRANTY AND SOFTWARE LICENSE
Innovative Electronic Designs, LLC +1.502.267.7436 phone 9701 Taylorsville Road +1.502.267.9070 fax
Louisville, KY 40299, USA www.iedaudio.com
INNOVATIVE ELECTRONIC DESIGNS, LLC (IED)
LIMITED WARRANTY AND SOFTWARE LICENSE
DURATION
Innovative Electronic Designs LLC (IED) manufactured hardware and software (the “Products”) are warranted as set forth below. The warranty period is three years from date of the original ship date from IED. All third-party products included with IED Products are warranted for the period of time and with the warranty given by the third party but not less than one year from ship date.
OWNERSHIP
The IED warranty is granted to the owner of the Products. The Owner is the first beneficial user of the Product (the “Owner”). The warranty cannot be transferred without IED’s written permission.
COVERAGE
IED warrants the Products to be free of all defects in materials or workmanship. If an IED Product or any component thereof is determined to be defective, that Product or that component will be repaired or replaced at no cost to the Owner. Freight charges to send the Product to IED are at the cost of the Owner. Freight charges to return the Product to the Owner are at the cost of IED.
LIMITATION OF WARRANTY
IED makes no warranty, express or implied, as to merchantability or fitness or any particular purposes for the Product, and IED shall have no liability for special, incidental, or consequential damages of any kind even if IED has been advised of the same. The warranty granted herein does not cover any Product or component on which the serial number has been defaced, modified, or removed. IED does not warrant that the use of the software as a part of the Product will be without interruption or will be error-free. IED does not warrant system design unless it is by separate written agreement.
SOFTWARE LICENSE
The software, firmware, printed and electronic documentation, and media included with the Product (collectively the “Software”) remain the property of IED. The Owner is granted a non-exclusive, non-transferable license pursuant to the IED Software End User License Agreement (“SEULA”), which may be found on the IED website. Owner’s acceptance of SEULA occurs upon system acceptance or first beneficial use by Owner.
TECHNICAL SUPPORT
During the warranty period, IED will provide diagnostic support for system failure or total system interruption via telephone and/or customer provided high-speed Internet access on a 24/7/365 basis. System set-up configuration assistance will be available during the warranty period only between 8:30 a.m. and 5:30 p.m. Eastern time Monday-Friday except holidays. All interpretation of this provision will be in the sole discretion of IED.
RETURNS FOR SERVICE
In the event that equipment requires service, contact the dealer from whom the equipment was purchased, or contact IED at 9701 Taylorsville Road, Louisville, Kentucky 40299, (502) 267-7436, for a Return Authorization. Do not return equipment without authorization. Any equipment so received may be returned to the sender at the sender’s expense.
The sender is responsible for all charges for transportation for out-of-warranty service, and for transportation to IED for in-warranty service.
For in-warranty service, IED will pay the cost of transportation to return the repaired equipment to the owner. The sender is responsible for proper packaging of any equipment returned for service. Shipping damages are the responsibility of the sender. All claims for shipping damages against the carrier must be settled before warranty service can commence.
OUT OF WARRANTY OPTIONS
Upon the expiration of the above described IED OEM LIMITED WARRANTY, the following options are available for extended service, warranty, and/or maintenance:
1. IED Support Services Platinum Plans that provide comprehensive hardware and software warranty. For information contact IED Support Services at 1-502-267-7436.
2. In the event of hardware and/or software issues resulting in a system interruption, and in the event that the system is NOT covered by the aforementioned Assurance Plans, advance replacements are available via the IED SERVICE POLICY available on request and/or via our web site, www.iedaudio.com. 12 ATTACHMENT “A-2”
BIAMP SYSTEMS LIMITED WARRANTY
The warranty is attached.
Revision effective 29 November 2023
A: 9300 S.W. Gemini Drive Beaverton, OR 97008 USA T: +1 503.641.7287 W: www.biamp.com BIAMP’S LIMITED WARRANTY
BIAMP SYSTEMS IS PLEASED TO EXTEND THE FOLLOWING LIMITED WARRANTY TO THE ORIGINAL END USER CUSTOMER OF OUR PRODUCTS.
1. This limited warranty is being offered by Biamp Systems, LLC. Biamp Systems warrants to the original end user customer of new Biamp Systems products from an authorized Biamp Systems dealer that the product will be free from defects in materials and workmanship for a specified period (the “Warranty Period”), subject to the terms and conditions set forth below. The Warranty Period shall be five (5) years, except for products listed in the Warranty Period Exception Table below, for which there is a different time period specified. The Warranty Period begins (a) the date of the original end user’s purchase from an authorized Biamp Systems dealer or (b) six months after the product is first shipped from Biamp Systems’ factory to an authorized Biamp Systems dealer or distributor, whichever occurs earlier. This warranty extends only to the original end user customer and is not assignable or transferable.
2. Within the Warranty Period, Biamp Systems will repair or replace, at Biamp Systems’ option, nonconforming product, provided that Biamp Systems is notified within 30 days of the identification of such defect or failure.
Replacement Products may be new or reconditioned. If the repair or replacement of your nonconforming product is not reasonably available, at Biamp Systems’ discretion, Biamp Systems will refund you the purchase price. As a condition to receiving the benefits of this warranty, you must provide Biamp Systems with documentation that establishes that you were the original end user purchaser of the product from an authorized Biamp Systems dealer. Such evidence may consist of your sales receipt.
3. Upon notice, Biamp Systems will provide instructions on the warranty claim procedures to be followed and issue a Return Authorization (RA) number if required. Any export/import authorizations or duties, transportation and insurance charges to the Biamp Systems factory, or other service facility designated by Biamp Systems, for warranty service shall be your responsibility. Transportation and insurance charges from the Biamp Systems factory or service facility after a warranty repair or for a warranty replacement will be paid by Biamp Systems.
Biamp Systems is not responsible for any damage to the product during transit to the Biamp Systems factory or service facility. Biamp Systems, at its sole discretion, will determine warrantable failures upon receipt of your product or upon inspection of your product by an authorized Biamp Systems dealer. All products that are returned by you and replaced by Biamp Systems will become the property of Biamp Systems.
4. This warranty will be VOID if the serial number has been removed or defaced; or if the product has been altered, subjected to damage, abuse or rental usage, repaired by any person not authorized by Biamp Systems to make repairs; damaged due to improper or inadequate maintenance; operated outside the normal environmental specifications for the product; or installed in any manner that does not comply with Biamp Systems’ recommendations. This warranty does not apply to damage caused by an accident, power surge, flooding, fire, earthquake, or other external causes. This warranty does not apply to damage caused by abuse or misuse of the product.
5. Electro-mechanical fans, electrolytic capacitors, gooseneck microphones, cords connecting handheld microphones, hard drives, displays, consumable parts (i.e. batteries), and normal wear and tear of items such as paint, knobs, handles, keypads, and covers are not covered under this warranty. All software or firmware distributed by Biamp Systems is provided AS IS and without any warranty of any kind, except as expressly provided in any documentation or license agreement furnished with the software or firmware. This warranty does not apply to third party products resold by Biamp Systems.
Revision effective 29 November 2023
A: 9300 S.W. Gemini Drive Beaverton, OR 97008 USA T: +1 503.641.7287 W: www.biamp.com BIAMP’S LIMITED WARRANTY
6. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. BIAMP SYSTEMS
DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. The remedies set forth herein shall be the purchaser’s sole and exclusive remedies with respect to any defective product. No repair or replacement of any product or part thereof will extend the applicable warranty period for the entire product. The specific warranty for any repair will extend for a period of 90 days following the repair or the remainder of the warranty period for the product, whichever is longer.
8. No agent, employee, distributor or dealer of Biamp Systems is authorized to modify this warranty or to make additional warranties on behalf of Biamp Systems. Statements, representations or warranties made by any dealer do not constitute warranties by Biamp Systems. Biamp Systems shall not be responsible or liable for any statement, representation or warranty made by any dealer or other person. Biamp Systems makes no other warranty beyond what is contained in this writing.
9. No action for breach of this warranty may be commenced more than one year after the expiration of this warranty.
10. BIAMP SYSTEMS SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST PROFITS OR LOSS OF USE ARISING OUT OF THE PURCHASE, SALE, OR USE OF THE PRODUCTS, EVEN IF BIAMP SYSTEMS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Biamp, Apprimo, Cambridge, Community, Crowd Mics, Desono, Devio, Evoko, Impera, Modena, Parlé, Tesira, Vidi, Vocia and Voltera are either trademarks or registered trademarks of Biamp Systems, LLC in the United States and other countries. Other product names referenced may be trademarks or registered marks of their respective owners and Biamp Systems is not affiliated with or sponsored by these companies.
Product
Family Model(s) WarrantyPeriod
Commercial Audio UCC-Lenovo TSC – MTR, UCC-Lenovo TSC - Zoom 3 years Commercial Audio EasyConnect MPX 200 3 years
Community ALC-404D, ALC-1604D, ALC-3202D 4 years
Community R Series loudspeaker enclosures, W Series loudspeaker enclosures, and loudspeaker enclosures (cabinets) constructed entirely of PolyGlas™ 15 years* Devio SCR-10 3 years
Evoko All Evoko models 3 years
Parlé ABC 2500, ABC 2500a, VBC 2500, VBC 2500a 3 years
Vidi Vidi 100, Vidi 150, Vidi 250 3 years
WARRANTY PERIOD EXCEPTION TABLE
* structural integrity of the enclosure only
13 EXHIBIT "B"
TERM AND TIME OF COMPLETION
TERM. The term of this Agreement shall commence on August 6, 2024 and expire December 1, 2024 (“Term”), unless otherwise terminated as herein provided. 14 EXHIBIT "C"
COMPENSATION
Provided Contractor is not in default under this Agreement, Agreement shall be compensated as provided below.
A. AMOUNT. Contractor shall be paid a fixed total amount of $10,680.00 for the services described in Exhibit “A”.
B. METHOD OF PAYMENT. Contractor shall provide a single invoice to City for approval and payment. Invoice shall be based on the work performed and shall include the date of services, a description of services performed, and total amount.
Invoices must be itemized, adequately detailed, and based on accurate records, in a form reasonably satisfactory to City, and attach the prior written authorization of the City and copies of receipts to substantiate expense requests. Contractor shall provide any other back-up material upon request.
C. SCHEDULE FOR PAYMENT. City agrees to pay Contractor within thirty (30) days of City’s receipt of Contractor’s invoice, following completion of the services provided herein; provided, however, that services are completed to the City’s full satisfaction.
D. NOTICE. Written notices to City and Contractor shall be given by registered or certified mail, postage prepaid, email, or personally served, and addressed to the following parties.
Contractor: Cashel Corporation dba Integrated Media Systems Corporate Office
200 McCormick Ave.
Costa Mesa, CA 92626
Attention: Brad Caldwell, CEO
Email: [email protected]
City: City of Redondo Beach
Information Technology Department
415 Diamond Street
Redondo Beach, CA 90277
Attention: Information Technology Director
Email: [email protected]
All notices, including notices of address changes, provided under this Agreement are deemed received as follows: (1) on the second business day after emailing, provided that no “bounce-back” or similar message indicating non-delivery is received; (2) on the third day after mailing if sent by registered or certified mail; or 15 (3) upon personal delivery. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party in accordance with this section.
16 EXHIBIT “D”
INSURANCE REQUIREMENTS FOR CONTRACTORS
Without limiting Contractor’s indemnification obligations under this Agreement, Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
Workers’ Compensation insurance as required by the State of California.
Employer’s Liability Insurance.
Minimum Limits of Insurance
Contractor shall maintain limits no less than:
General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
17 Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance, or as a separate owner’s policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor.
For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.
The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Contractor’s part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
18 Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
Subcontractors
Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Contractor acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
PRODUCER CONTACT
NAME:
PHONE FAX (A/C, No, Ext): (A/C, No):
E-MAIL
ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO- POLICY LOC JECT PRODUCTS - COMP/OP AGG
OTHER: $
COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY (Per accident) $
HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per accident) $
$
OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $
PER OTHSTATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
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 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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 endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
3/25/2024
(619) 908-3100 (619) 908-3110
31534
Cashel Inc. DBA Integrated Media Systems
200 McCormick Ave
Costa Mesa, CA 92626
41840
24376
A 1,000,000
XX OB3H99173802 4/1/2024 4/1/2025 300,000
5,000
Included
2,000,000
Included
A 1,000,000
OB3H99173802 4/1/2024 4/1/2025
A 2,000,000
OB3H99173802 4/1/2024 4/1/2025 2,000,000
B
W23H99174103 4/1/2024 4/1/2025 1,000,000
1,000,000
1,000,000
C Cyber Liability BLUCBDA60JMH2200 9/23/2023 OCC/AGG 3,000,000 RE: Operations of the named insured subject to the terms and conditions of the policy. The City of Redondo Beach, its officers, elected and appointed officials, employees and volunteers are named as additional insured with respects to the General Liability policy per the attached endorsement. Waiver of subrogation applies with respects to the General Lability per the attached endorsement. 30* days' notice of cancellation, 10* days' notice of cancellation in the event of nonpayment of premium.
City of Redondo Beach City Clerk's Office
415 Diamond Street
Redondo Beach, CA 90277
INTEMED-01 NOELLE
Snapp & Associates Insurance Services, LLC
3838 Camino Del Rio, N. Ste. 310
San Diego, CA 92108 [email protected]
Citizens Ins Co of America
Allmerica Financial Benefit
Spinnaker Insurance Company
X
9/23/2024
X
X
X
XX
XX