HomeMy WebLinkAboutC2015-158 - 3/6/2015 - NA 1
AGREEMENT BETWEEN
CITY OF CORPUS CHRISTI AND CORPUS CHRISTI CONVENTION AND VISITORS
BUREAU FOR DONATION AND ACCEPTANCE OF DIGITAL AUDIO EQUIPMENT
FOR USE AT SELENA MEMORIAL
THIS AGREEMENT ("Agreement"), is made thiPV day of7/ , 205 by
and between the City of Corpus Christi ("the City"), and Corpus Christi Convention and
Visitors Bureau ("Donor"), for the purpose of establishing a contractual relationship
under which Donor will procure and donate, deliver and install, and the City will accept,
digital audio machine as described on attached Exhibit A for use at the Selena
Memorial.
WHEREAS, the City and Donor (collectively "the Parties") desire to formalize
their contractual relationship regarding the procurement and transfer of the digital audio
machine, and to define their rights, obligations and liabilities therefore;
NOW, THEREFORE, in consideration of the mutual promises set forth herein, it
is agreed by and between the parties as follows:
TERMS
1. Donation of Equipment Donor agrees to procure and donate, deliver and
install the digital audio machine ("the Equipment") as described in detail in Exhibit A to
the City, and the City agrees to accept the Equipment, according to the terms of this
Agreement.
2. Donor's Responsibilities. Donor shall procure, deliver, install, and donate the
Equipment to the City no later than 6 months after the signing of this agreement by the
City.
Donor shall be solely and exclusively responsible for contacting, communicating with,
and coordinating delivery and installation of the Equipment with the supplier and the
City's Parks and Recreation Department.
Donor shall be solely and exclusively responsible for all costs related to procurement,
delivery, installation and first two-years of maintenance of the Equipment. Thereafter,
Donor agrees to either continue payment of ongoing annual maintenance fee or may
reimburse the City the annual ongoing maintenance fee.
Donor shall provide to City any instructions received from the Equipment supplier
regarding routine maintenance required for the Equipment.
Donor shall ensure that all work performed on the City property complies with all
applicable City, State, and Federal codes, statutes, ordinances and regulations.
Donor shall ensure that all required permits are obtained prior to installation of the
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2015-158
3/06/15
C.C. Convention and Visitors INDEXED
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3. City's Responsibilities. The City shall accept delivery, receipt and ownership
for the Equipment after installation of the Equipment.
City shall approve the recording to be used at the Project Site.
4. Project Site. Donor shall arrange for the delivery and installation of the
Equipment at the Selena Memorial statute located at the intersection of N. Shoreline
Blvd. and Peoples St. T-Head in Corpus Christi, Texas.
5. Risk of Loss or Damage. Donor shall be solely responsible and assume all risk
of loss or damage to the Equipment until receipt and acceptance thereof by the City.
Acceptance by the City shall occur after delivery and successful installation at the
project site.
6. Installation of Equipment. Donor shall insure that its subcontractor hired by
Donor to install the Equipment presents and reviews the plans with the City Parks and
Recreation Department for their prior approval. Donor must include, in all
purchase orders or contracts entered into for the installation of the
Equipment and any additional components described herein, a provision
requiring the Donor's contractor, to indemnify, hold harmless, defend and
insure City, including its officers, agents, and employees, against the risk
of legal liability for death, injury or damage to persons or property, direct or
consequential, arising or alleged to arise out of, or in connection with, the
performance of any or all of the work, unless same are caused by the gross
negligence or willful act of City, its officers, agents, or employees. In
addition, Donor shall require its contractor to obtain the insurance described in the
attached Exhibit B and applicable permitsprior to beginning work on City property.
7. Relationship of Parties. No agent, employee, representative or subcontractor
of Donor shall be deemed to be the employee, agent, representative or subcontractor of
the City. None of the benefits provided by the City to its employees, including, but not
limited to, compensation, insurance and unemployment insurance, are available from
the City to Donor or its employees, agents, representatives or subcontractors. Donor
will be solely and entirely responsible for its acts and for the acts of Donor's agents,
employees, representatives and subcontractors during the performance of this
Agreement.
•
8. Termination. This Agreement continues until mutually agreed upon termination
date.
9. Indemnification/Hold Harmless. Donor shall defend, indemnify and hold
the City, its officers, officials, employees and volunteers harmless from any and
all claims, injuries, damages, losses or suits including attorney fees, arising out
of or in connection with the performance of this Agreement, except for injuries
and damages caused by the sole negligence of the City. The provisions of this
section shall survive the expiration or termination of this Agreement.
10. Entire Agreement. The written provisions and terms of this Agreement, together
with all documents attached hereto, shall supersede all prior verbal statements of any
officer or representative of and such statements shall not be effective or construed as
entering into or forming a part of, or altering in any manner whatsoever, this Agreement.
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11. Modification. No waiver, alteration or modification of any of provisions of this
Agreement shall be binding unless in writing and signed by a duly authorized
representative of City and Donor.
12. Assignment. Any assignment of this Agreement by Donor without the written
consent of the City Director of Parks and Recreation shall be void.
13. Written Notice. All communications regarding this Agreement shall be sent to
the parties at the addresses listed below. Any written notice hereunder shall become
effective as of the date of mailing by registered or certified mail, and shall be deemed
sufficiently given if sent to the addressee at the address stated in this Agreement or
such other address as may be hereinafter specified in writing.
14. Non-Waiver of Breach. The failure of the City to insist upon strict performance
of any of the covenants and agreements contained herein, or to exercise any option
herein conferred in one or more instances shall not be construed to be a waiver or
relinquishment of said covenants, agreements or options and the same shall be and
remain in full force and effect.
15. Resolution of Disputes, Governing Law. Should any dispute,
misunderstanding or conflict arise as to the terms and conditions contained in this
Agreement, the matter shall be referred to the City Manager, whose decision shall be
final. In the event of litigation arising out of this Agreement, the prevailing party shall be
reimbursed for its reasonable attorney fees from the other party. This Agreement shall
be governed by and construed in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year above written.
CITY OF CORPUS CHRISTI
By:
A(//d1A- „XL9Ar"----
Name: 5v50,1,11110,-
Title: A Ss c eitAi �--
Date: 6 f i
APPROVED AS TO FORM: 3/a/� �s
By:
Lisa Aguilar
Assistant City Attorney
For City Attorney
CORPUS C RISTI CONVENTION AND VISITORS BUREAU
Name:
Title:
Date: s3��,1
Or MY
Mailing address:
Corpus Christi, Texas
Exhibit A
Description of Digital Audio Equipment
- .,_of*id*would Maude MP]playback device that h triggered by 5*rtwave motion sensor. Visitor,enter the monurrent area and =.,
narrative beers.
in order to ar_ccior odate both English end Hispanic visas s,recording can be narrated in such a way to allow both visitors to be entertained
by the content. (Example: ptaybairk has i paragraph in Slavish,repeated in English,next paragraph in spa.nish,repeated In engtlsh etc)
After trigger is sent,narrative wilt complete,the entire presentation. If visitors are stilt in the enclosure,playback would reset and start-at
the beginning,
Equipment will need to be stored and poveered locally In theibeoaw ground access arra vault adjacent to sc tpture. Air control is important
so equipment w't not overheat. Quote incitdlesaddltia+of flex conduit in targe exhaust piping through vent opening in theside of the
whim
ttetworlk capabilities in the mons lett would allow rnorskx ng and troubleshooting via the Internet so the system could be reset if surge is
detected Internet oan also notifysorreorre If the power goes out.
Since no internes is existing in the enclosure. Thls feature is retairwd far future monitoring,
Secerding of narrative could be d ne by kcal radio celebrity. That would provide faini;let woke and local advertising by partktpatksg
stations. CCVB to provide this content.
iitriCo._ at ,s lls litrrxYl* m.J]tEDnstcr. ab2.6..s thteaCi+.saitl
MV Pradicts ---v----
!..
--v- -_r I Shure CardIod I c,Rigel orLow Z fesulseirctablei,torkins Ort-Dff3Zfde Switch
Akixe McBride ,J44P3 recorder/playbacit direst.+Ne ixn Mcf ride Mainry Card for AM4 M
I Alcorn Marl.*,..._..it expansion device with 0P4 fait mount for MP39 24V DC Parer Sbppiy
2 L DSC Dual Tech Nation Senor-Microwave with ad rsteb a Pet imsiurtity
4``1 Mlddia4lantk i
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Exhibit B
INSURANCE REQUIREMENTS
INSTALLATION CONTRACTOR'S LIABILITY INSURANCE
A. Installation Contractor must not commence work under this agreement until all insurance
required herein has been obtained and such insurance has been approved by the City.
Installation Contractor must not allow any subcontractor to commence work until all
similar insurance required of the subcontractor has been so obtained.
B. Installation Contractor must furnish to the City's Risk Manager, two (2) copies of
Certificates of Insurance with applicable policy endorsements, showing the following
minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The
City must be named as an additional insured for the General liability policy. A waiver of
subrogation is required on all applicable policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day Notice of Cancellation required on all Bodily Injury and Property Damage
certificates or by applicable policy endorsements Per occurrence-aggregate
Commercial General Liability including: $1,000,000 COMBINED SINGLE LIMIT
1. Commercial Broad Form
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury!Advertising Injury
Automobile Liability $500,000 COMBINED SINGLE LIMIT
1. Owned Vehicles
2. Hired&Non-owned vehicles
Installation Floater
For value of sculpture, lighting, pedestal and
walkway
Applicable while on city property
WORKERS'COMPENSATION WHICH COMPLIES WITH THE TEXAS
WORKERS'COMPENSATION ACT AND
SECTION Ii OF THIS EXHIBIT
EMPLOYERS'LIABILITY $500,000/$500,000/$500,000
C. In the event of accidents of any kind, the Contractor must furnish the Risk Manager with
copies of all reports of any accidents within ten (10) days of any accident.
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II. ADDITIONAL REQUIREMENTS
A. Contractor must obtain workers' compensation coverage through a licensed
insurance company in accordance with Texas law. The contract for coverage
must be written on a policy with endorsements approved by the Texas
Department of Insurance. The coverage provided must be in amounts sufficient
to assure that all workers' compensation obligations incurred will be promptly
met.
B. Contractor's financial integrity is of interest to the City; therefore, subject to
Contractors right to maintain reasonable deductibles in such amounts as are
approved by the City, Contractor shall obtain and maintain in full force and effect
for the duration of this Contract, and any extension hereof, at Contractor's sole
expense, insurance coverage written on an occurrence basis, by companies
authorized and admitted to do business in the State of Texas and with an A.M.
Best's rating of no less than A- VII.
C. The City shall be entitled, upon request and without expense, to receive copies of
the policies, declarations page and all endorsements thereto as they apply to the
limits required by the City, and may require the deletion, revision, or modification
of particular policy terms, conditions, limitations or exclusions (except where
policy provisions are established by law or regulation binding upon either of the
parties hereto or the underwriter of any such policies). Contractor shall be
required to comply with any such requests and shall submit a copy of the
replacement certificate of insurance to City at the address provided below within
10 days of the requested change. Contractor shall pay any costs incurred
resulting from said changes. All notices under this Article shall be given to City at
the following address:
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277
Corpus Christi, TX 78469-9277
(361) 826-4555- Fax#
D. Contractor agrees that with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following
required provisions:
• Name the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement, as respects operations
and activities of, or on behalf of, the named insured performed under contract
with the City, with the exception of the workers' compensation and professional
liability policies;
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• Provide for an endorsement that the "other insurance" clause shall not apply to
the City of Corpus Christi where the City is an additional insured shown on the
policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non-renewal or material change in coverage, and not
less than ten (10) calendar days advance written notice for nonpayment of
premium.
E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of
coverage, Contractor shall provide a replacement Certificate of Insurance and
applicable endorsements to City. City shall have the option to suspend
Contractor's performance should there be a lapse in coverage at any time during
this contract. Failure to provide and to maintain the required insurance shall
constitute a material breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to
provide and maintain any insurance or policy endorsements to the extent and
within the time herein required, the City shall have the right to order Contractor to
stop work hereunder, and/or withhold any payment(s) which become due to
Contractor hereunder until Contractor demonstrates compliance with the
requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to
which Contractor may be held responsible for payments of damages to persons
or property resulting from Contractor's or its subcontractor's performance of the
work covered under this agreement.
H. It is agreed that Contractor's insurance shall be deemed primary and non-
contributory with respect to any insurance or self insurance carried by the City of
Corpus Christi for liability arising out of operations under this agreement.
It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this agreement.
2011 Cole Park Art Donation installation ins. req.
8-16-11 ep Risk Mgmt