supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
3.13.8 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.
3.13.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.
3.14 Bond Requirements.
3.14.1 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.
3.14.2 Performance Bond. If specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.
3.14.3 Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten ( 10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the City, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. If Contractor fails to furnish any required bond, the City may terminate the Contract for cause.
3.14.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.
3.15 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any 17 l 7236.00012\34973553.3
non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year ( or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten ( 10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work ( or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work.
For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.·
3.16 Employee/Labor Certifications.
3.16.1 Contractor's Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit "D" and incorporated herein by reference, shall be executed simultaneously with this Contract.
3.16.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
3.16.3 Verification of Employment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the 18 17236.000] 2\34973553.3
Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same.
3.17 General Provisions.
3.17.1 City's Representative. The City hereby designates the General Manager, or his or her designee, to act as its representative for the performance of this Contract ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee.
3.17.2 Contractor's Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City ('"Contractor's Representative"). Following approval by the City, Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor's Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor's Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the City's written approval.
3.17.3 Termination. This Contract may be terminated by City at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason other than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset City's resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract.
3.17.4 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City's Representative, whose decision shall be binding upon Contractor.
3.17 .5 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and 19 17236.00012\34973553.3
become effective at the time the City tender final payment to Contractor, without further acknowledgment by the Parties.
3.17.6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
CONTRACTOR:
CITY:
ADT Commercial, LLC
210 W. Baywood Ave.
Orange, CA 92865
Attn: Gina Farideh Jalai, Enterprise Account Manager
Arroyo Grande
300 E. Branch St.,
Arroyo Grande, CA 93420
Attn: Shannon Sweeney, City Engineer
Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.17. 7 Time of Essence. Time is of the essence in the performance of this Contract.
3.17.8 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.
3.17.9 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.17.10 Laws, Venue. and Attorneys' Fees. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Luis Obispo, State of California.
3.17.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.
3.17.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.
3.17.13 [Reserved]
20 17236.00012\34973553.3
3.17.14 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability.
3.17.15 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bonafideemployee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Contract, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Work.
3.17.16 Certification of License.
3.17.16.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's If cense of the classification indicated below under Contractor's signature.
3.17.16.2 Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four ( 4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O.
Box 26000, Sacramento, California 95826.
3.17 .17 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party.
3.17.18 Entire Contract: Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.
3.17.19 Non-Waiver. None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing.
3.17.20 City's Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project or other projects. 21 17236.00012\34973553.3
3.17.21 Federal Requirements. Coronavirus State and Local Fiscal Recovery Funds ("SLFRF") will be used to fund all or a portion of this Contract. The Contractor shall comply with all federal requirements including, but not limited to, the following:
• Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021, U.S. Department of the Treasury Coronavirus State and Local Fiscal Recovery Fund Award Terms and Conditions, Treasury's Final Rule, and SLFRF reporting requirements, as applicable (collectively, the "SLFRF Compliance Requirements"). The SLFRF Compliance Requirements are expressly incorporated herein by reference.
• 2 C.F.R. Part 200 - Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference. • Federal Contract Provisions attached hereto as Exhibit "G" and incorporated herein by reference.
Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the Contract, including but not limited to, SLFRF Compliance Requirements, 2 C.F.R.
Part 200, and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms herein and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.
Contractor agrees to accept any additional conditions governing the use of funds from the SLFRF or other funding source as may be required by executive order, federal, state or local statute, ordinance, rule or regulation or by policy announced by the City.
Contractor shall cooperate with City, including providing any necessary documentation and records, in order for City to comply with the federal requirements in Exhibit G.
Contractor will maintain all records pertaining to this Project for a period of five (5) years following completion of the Project
[SIGNATURES ON NEXT PAGE]
22 I 7236.00012\34973553 .3
SIGNATURE PAGE FOR CONSTRUCTION CONTRACT
BETWEEN THE ARROYO GRANDE
AND ADT COMMERCIAL, LLC
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the 28 day of November, 2023.
ARROYO GRANDE ADT COMMERCIAL, LLC
By: By:
Bill Robeson
Interim City Manager Its:
Printed Name: ----------
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
23 l 7236.00012\34973553.3
CITY OF ARROYO GRANDE
BID OPENING LOG SHEET
DEADLINE: 10/17/2023 @2:00 PM
PROJECT NAME: AG PUBLIC SAFETY CAMERA PROJECT
PROJECT NO.: PW 2023-10
ESTIMATED CONSTRUCTION COST: N/A
SUBMITTED BY
1. CELPLAN TECHNOLOGIES, INC.
2. SOLUTIONZ
3. MERJAN dba SOV SECURITY
4. ADT COMMERCIAL
5. SENTINAL SECURITY SOLUTIONS
CC: Director of Public Works
City Engineer
Capital Improvement Project Manager
City Manager
City Website
TIME
11:37am
12:03pm
12:24pm
12:59pm
1:30 pm
BID AMOUNT
$945,885.63
$699,474.04
$596,744.74
$430,411.00
$715, 163.30
ATTACHMENT 2
ATTACHMENT 3
Item 12.a.
No Staff Report Provided
Item 12.a. Appointment of City Manager and Approval of
Employment Agreement (contingent on status of recruitment and pending negotiation
(ROSEN)
Recommended Action: Appoint City Manager and approve the employment agreement in substantial final form subject to any minor technical changes that may be necessary.
Item 12.b.
MEMORANDUM
TO: City Council
FROM: Nicole Valentine, Administrative Services Director BY: Kevin Waddy, IT Manager
SUBJECT: Consideration of an Agreement with A-Town AV for the Council Chamber Audio/Video System Project Upgrade and Request to Approve a Budget Adjustment Request and Find the Action Exempt from CEQA
DATE: November 28, 2023
SUMMARY OF ACTION:
Approve an agreement in substantially final form to A-Town to upgrade the Audio/Video system in the Council Chambers building and approve one related budget adjustment and find the action exempt from CEQA.
IMPACT ON FINANCIAL AND PERSONNEL RESOURCES:
A-Town AV provided a proposal to upgrade the Council Chamber Audio/Video system totaling $193,790.10. FY 2023-24 Public Access Television (PEG) special revenue fund included a budget for this project totaling $180,000. PEG special revenue fund accounts for fees collected from Charter Communications that are restricted for support of public, education, and government access programming and equipment. The Council Chamber Audio/Video system qualifies for PEG funding as a public and government access project.
The City Council is being asked to approve a budget adjustment from the PEG special revenue fund totaling $13,800 for the remainder of the project cost.
RECOMMENDATION:
Approve an Agreement with A-Town AV for design and installation services for the Audio/Video system project upgrade and approve a budget adjustment request.
BACKGROUND:
At the April 11, 2017, Council Meeting the Council Chamber Audio, Video, and Sound System Project installation was accepted. A construction contract was accepted which entailed a remodel of the Chamber building along with installation of a fully functional Audio/Video System for in-person meetings, and Channel 20 broadcasting. Public Zoom participation was added in 2020 during COVID restrictions.
Item 12.b.
City Council
Consideration of an Agreement with A-Town AV for the Council Chamber Audio/Video System Project Upgrade and Request to Approve a Budget Adjustment Request and Find the Action Exempt from CEQA November 28, 2023
During the Spring and Summer of 2023, Council and staff experienced frequent audio issues with the Council Chamber Audio/Video system. This is attributed to the various older technologies that handle analog to digital conversions. Multiple analog to digital converters can add complexity and delays in the sound quality and reliability. Upgrading to a network-based communication system makes audio and video streaming more easily managed and adds to the reliability of audio communications. During the FY 2023-24 budget process $180,000 of PEG funds were included to update the Council Chamber Audio/Video Upgrade.
ANALYSIS OF ISSUES:
Council and staff have expressed dissatisfaction with the microphones on the dais and staff table, for example, muting and unmuting can be difficult. Also, it is difficult to determine if a microphone is unmuted. New microphones will resolve these issues and provide added functionality. The proposed upgraded microphones have micro speakers which can assist those needing extra audio at their station. A picture of the upgraded microphones can be found in Attachment 3.
Channel 20 broadcasting provides access to members of the public whose only access to meetings is public television. This broadcast is often interrupted because of outdated equipment that needs upgrading. For this purpose, City staff will be upgrading the City’s out-of-warranty media streaming device. This media streaming device will provide higher quality/resolution for Channel 20 viewers. The need to broadcast to Channel 20 requires extra conversion equipment. This extra conversion needs to be streamlined with modern technology.
The three existing projectors include outdated technology, are out of warranty, and cannot take advantage of high video resolution. Brighter, high-resolution projectors will give the Council, staff and public a better and clearer visual experience during in-person and streaming/virtual meetings.
In the area of camera and video, City staff recommend a more automated system. A picture of the upgraded cameras and projectors can be found in Attachment 3. This provides the following functions:
Automated camera switching based on who is speaking. This will minimize or eliminate the need for an onsite “Producer.”
Automatic capturing of names for display to the public. A keycard inserted into the microphone will display the identity.
Enables vote-by-button-press should that be desired in the future. Enables automatic indexing of agenda items. This could reduce workload on the City Clerk during and after meetings.
On October 2, 2023, City staff posted a Request for Proposals (RFP) (Attachment 2) for
Item 12.b.
City Council
Consideration of an Agreement with A-Town AV for the Council Chamber Audio/Video System Project Upgrade and Request to Approve a Budget Adjustment Request and Find the Action Exempt from CEQA November 28, 2023
Council Chamber Audio/Video Upgrade. At the close of the RFP deadline on October 23, 2023, the City received proposals from the following two (2) firms:
A-Town AV; and
Pacific West Sound
After reviewing the proposals, A-Town AV was selected by the City team, and is recommended to the City Council as the preferred vendor. Pacific West Sound only submitted a design bid without installation included, as requested in the RFP. A-Town AV installed and, has been managing the current system and was the only responsive bidder for the upgrade. A Professional Services Agreement for design and installation services is attached (Attachment 1) for City Council’s consideration and possible approval.
Budget Adjustment
PEG special revenue fund accounts for fees collected from Charter Communications that are restricted for support of public, education, and government access programming and equipment. The Council Chamber Audio/Video system qualifies PEG funding as a public and government access project. Staff identified the need to allocate an additional $13,800 from PEG Funds fund balance to cover the total cost of the council Chamber Audio/Video System Project Upgrade.
Next steps:
Staff anticipate the project to take 3 weeks to complete once all equipment is received from the vendors. The anticipated lead time for the equipment is approximately 8 weeks.
Staff and A-Town AV will coordinate with the City Clerk to avoid any meeting disruptions.
Tentative install is scheduled to begin on Wednesday, February 7th and is projected to continue through Monday, February 26th, 2024.
ALTERNATIVES:
1. Approve the Agreement with A-Town AV for design and installation services for the Audio/Video system project upgrade in substantially final form subject to any minor, technical or non-substantive changes approved by the City Manager in consultation with the City Attorney; approve a budget adjustment request from the PEG special revenue fund totaling $13,800; and find the action exempt from CEQA;
2. Do not approve staff’s recommendations and request further information; or
3. Provide direction to staff.
ADVANTAGES:
All equipment will be warrantied and supportable for the next 5 years. All communication technologies will be modern, updated, and supportable. All video and audio, including Channel 20 broadcasts will be higher resolution, enhancing the viewing and listening experience for the public and easier and more intuitive to operate for users.
Item 12.b.
City Council
Consideration of an Agreement with A-Town AV for the Council Chamber Audio/Video System Project Upgrade and Request to Approve a Budget Adjustment Request and Find the Action Exempt from CEQA November 28, 2023
DISADVANTAGES:
There are no disadvantages.
ENVIRONMENTAL DETERMINATION:
The City finds the project, and the approval of the attached Professional Services Agreement in substantially final form, is categorically exempt from the California Environmental Quality Act (“CEQA”) under the Class 1 exemption, which applies to the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing structures, facilities, mechanical equipment, or topographical features where the project involves negligible or no expansion of existing or former use (State CEQA Guidelines, § 15301), and that none of the exceptions to the Class 1 exemption apply.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted at City Hall and on the City’s website in accordance with Government Code Section 54954.2.
Attachments:
1. Proposed Professional Services Agreement
2. Request for Proposals for Council Chamber Audio/Video System Project Upgrade
3. Product Pictures
BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT 1
CITY OF ARROYO GRANDE
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this _____ day of ________, 20___, by and between the City of Arroyo Grande, a municipal corporation organized under the laws of the State of California with its principal place of business at 300 E. Branch Street, Arroyo Grande, California 93420, County of San Luis Obispo, State of California ("City") and A-Town AV, an S Corp, incorporated in California, with its principal place of business at P.O. Box 515, Arroyo Grande, CA 93421 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing Audio/Video/Data services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional services for the Council Chamber Audio/Video Upgrade project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional audio/video and data consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from November 29, 2023, to December 31, 2024, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.
3.2 Compensation.
3.2.1 Compensation. Consultant shall receive compensation, including
BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed ONE HUNDRED THOUSAND NINTY THREE, SEVEN HUNDRED AND NINTY AND TEN CENTS ($193,790.10) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.
3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.
3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.
3.3 Responsibilities of Consultant.
3.3.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT
3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.3.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Jason Allen, President and David Williamson, Technician.
3.3.5 City's Representative. The City hereby designates Kevin Waddy, IT Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
3.3.6 Consultant's Representative. Consultant hereby designates Jason Allen, President, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform
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any of the Services or to work on the Project.
3.3.9 Period of Performance.
3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.
3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.
3.3.9.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.
Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
3.3.10 Laws and Regulations; Employee/Labor Certification.
3.3.10.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.
3.3.10.2 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants
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and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.
3.3.10.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.3.10.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.
3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.
3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.
3.3.11 Insurance.
3.3.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
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3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.
3.3.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage
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reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): 1) Cancellation:
Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend. (D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
3.3.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that
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such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.3.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.3.11.9 Enforcement of Agreement Provisions (non estoppel).
Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
3.3.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
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(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
3.3.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
3.4 Labor Code Requirements.
3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.
3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll
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records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.
3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.5 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.6 Indemnification.
3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or
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volunteers.
3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
3.7 General Provisions.
3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.7.2 Independent Contractors and Subcontracting.
3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.
3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.
3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
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Consultant: A-Town AV
P.O. Box 515
Arroyo Grande, CA 93421
ATTN: Jason Allen, President
City: City of Arroyo Grande
300 E. Branch Street
Arroyo Grande, CA 93420
ATTN: Kevin Waddy, IT Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.7.4 Ownership of Materials and Confidentiality.
3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.
3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or
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another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.7.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.
3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Luis Obispo County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim
BB&K (2023) -14- PROFESSIONAL SERVICES AGREEMENT
procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.
Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
BB&K (2023) -15- PROFESSIONAL SERVICES AGREEMENT
3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.7.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination. [SIGNATURES ON NEXT PAGE]
BB&K (2023) -16- PROFESSIONAL SERVICES AGREEMENT
SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ARROYO GRANDE AND
A-Town AV
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.
CITY OF ARROYO GRANDE [If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
Jason Allen
By:
Its:
Printed Name:
By:
Its:
Printed Name:
Approved By:
Caren Ray Russom
Mayor
Approved as to Form:
_____________________________________
Best Best & Krieger LLP
Isaac Rosen, City Attorney
Attested By:
Jessica Matson, City Clerk
BB&K (2020) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT EXHIBIT "A"
SCOPE OF SERVICES
The City of Arroyo Grande is upgrading their Council Chambers building audio visual system. ATown AV is providing a proposal to upgrade the system while utilizing many of the components that exist. This proposal is a turn-key system, including training for staff.
Video
All three projectors will be upgraded to 7000 lumen laser projectors. Existing projector screens will be re-used. The video distribution system will be completely replaced using a network based system allowing for complete flexibility for routing video. New network-based cameras will be installed in the room. The staff table will have a dedicated PC for the Clerk. There will be four additional inputs for laptops, these inputs can be USB C or HDMI. This proposal includes the ability to stream video and audio to the eScribe platform provided encoder. (Additional subscription costs are the responsibility of the City.) Audio
The audio system processor will be upgraded to a new processor. This new system has better microphone management and better audio processing for remote participants such as Zoom. New microphones will allow for user identification via an inserted card at each microphone. These microphones also have built-in speakers to help with users needing additional audio support during meetings. Existing speakers will be re-used in the facility. The existing assisted listen system will be incorporated into the new system.
Control
The control system will be upgraded in all locations: Clerk Desk, Broadcast Desk, and Conference Room. The controllers will be new generation touch panels that are more responsive to touch.
Broadcast Room
The broadcast operator system will have the same functionality as the current system. A new Camera Controller will be installed along with a new touch panel controller. The Existing V-Mix PC will be incorporated into the system. All audio and video will be fed into the V-Mix PC via network connection. New system PC’s will be provided by the city to replace the other computers in the system. The operator monitors and speakers will be re-used. Keyboard extensions will be run from the control rack to the operator desk for connection to the computers.
BB&K (2020) Exhibit “B”-2 PROFESSIONAL SERVICES AGREEMENT EXHIBIT "B"
SCHEDULE OF SERVICES
We anticipate the project to take 3 weeks to complete once all products are received from the vendors. The anticipated lead time for products is approximately 8 weeks. Staff and A-Town AV will coordinate with the City Clerk to avoid any meeting disruptions. A tentative installation schedule would be beginning on Wednesday, February 7th through Monday, February 26th, 2024.
BB&K (2020) Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT EXHIBIT "C"
COMPENSATION
PROPOSAL
Council Chambers 2023
City of Arroyo Grande
Presented By:
A-Town AV Inc.
Revision:
11/13/2023
1 www.atownav.com
PO Box 515
Arroyo Grande, CA 93421
(805) 462-2732
www.atownav.com
Modified:
PROJECT SCOPE OF WORK
Council Chambers 2023
City of Arroyo Grande
Video
All three projectors will be upgraded to 7000 lumen laser projectors. Existing projector screens will be re-used. The video distribution system will be completely replaced using a network based system allowing for complete flexibility for routing video. New network-based cameras will be installed in the room. The staff table will have a dedicated PC for the Clerk. There will be four additional inputs for laptops, these inputs can be USB C or HDMI. This proposal includes the ability to stream video and audio to the eScribe platform provided encoder. (Additional subscription costs are the responsibility of the City.)
Audio
The audio system processor will be upgraded to a new processor. This new system has better microphone management and better audio processing for remote participants such as Zoom. New microphones will allow for user identification via an inserted card at each microphone. These microphones also have built-in speakers to help with users needing additional audio support during meetings.Existing speakers will be re-used in the facility. The existing assisted listen system will be incorporated into the new system.
Control
The control system will be upgraded in all locations: Clerk Desk, Broadcast Desk, and Conference Room. The controllers will be new generation touch panels that are more responsive to touch.
Broadcast Room
The broadcast operator system will have the same functionality as the current system. A new Camera Controller will be installed along with a new touch panel controller. The Existing V-Mix PC will be incorporated into the system. All audio and video will be fed into the V-Mix PC via network connection. New system PC’s will be provided by the city to replace the other computers in the system. The operator monitors and speakers will be re-used. Keyboard extensions will be run from the control rack to the operator desk for connection to the computers.
Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
Unassigned
AJA U-TAP HDMI $324.50
USB 3.0 HDMI capture device
1 ATAV Custom V-Mix PC $0.00
[OFE] - Custom built computer optimized to run V-Mix for up to 4 NDI inputs. 1080p recording and streaming.
1 ATAV Shipping Cost $4,473.68
Shipping Cost for all equipment
1 BLACKMAGIC HDMI to SDI 6G $145.00
HDMI to SDI signal converter
1 High Definition 3G-SDI BNC to BNC Cable 6ft
1 Comprehensive BB-C-3GSDI-6
6' flexible high−speed HDMI cable with Ethernet
1 Kramer C-MHM/MHM-6
Blackmagic Design MICRO CONVERTER SDI TO HDMI 12G PSU $237.66 * Power supply unit for Micro Converter SDI to HDMI 12G
1 Bryne MHO $0.00
[OFE] - Surface Mount Modular pop-up ports
5 CABLES TO GO Cat6 24-Port PP $87.58
24-PORT CAT6 110-TYPE PATCH PANEL
1 CABLES TO GO DB9 Patch $8.73
DB9 Serial RS232 Extension Cable - Black
1 CABLES TO GO Single Mode OS2 LC/LC patch cables 2M $131.20 LC-LC 9/125 Duplex Single Mode OS2 Fiber Cable - Yellow - 20ft OS2 Cable - 6 Foot Fiber Cable
5 Single Mode Ultra Polished Connector
8 Cleerline SSF-LC-SMUPC
Cleerline 4D9125SMOS2R-B $393.36 *
4 Strand 9/125 SSF G657 A2&B2 Indoor
200
Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
Fiber enclosure blank panel
2 Cleerline SSF-BLANK
Fiber plate (blue) 6 duplex LC connectors for SM OS2 UPC 1 Cleerline SSF-LC12-SM-OS2
Cleerline SSF-1RU-E3 $402.86 *
Rack mount fiber enclosure. 1 RU, 3 adapter plates
1 Fiber plate (blue) 6 duplex LC connectors for SM OS2 UPC 1 Cleerline SSF-LC12-SM-OS2
Cleerline SSF-SWM-SOLID-NL-E1 $195.06 *
Extra small, 1 adapter plate capable, Single Door, No Lock, EMPTY 1 keystone MGS600 Series Information Outlet, black
9 Commscope 760092361
Commscope 1 Port Faceplate Alpine White $220.32 *
Faceplate Kit, labeled, 1-gang, 1 port, alpine white
9 Comprehensive BB-C-3GSDI-10 $22.83
High Definition 3G-SDI BNC to BNC Cable 10ft
1 Comprehensive BB-C-3GSDI-6 $0.00
High Definition 3G-SDI BNC to BNC Cable 6ft
1 Comprehensive DPM-HD4K $82.90
DisplayPort Male to HDMI Female Dongle 18G 4K@60
2 Denon Professional DN-700R $0.00
[OFE] - Network SD/USB audio recorder
1 DisplayPort Male to HDMI Female Dongle 18G 4K@60
1 Comprehensive DPM-HD4K
USB to Ethernet adapter
1 GENERIC USB-ETH
Design Mini PC $76.45 *
[OFE] - mini computer
1 Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
DisplayPort Male to HDMI Female Dongle 18G 4K@60
4 Comprehensive DPM-HD4K
USB to Ethernet adapter
4 GENERIC USB-ETH
6' flexible high−speed HDMI cable with Ethernet
4 Kramer C-MHM/MHM-6
Design Mini PC $410.72 *
[OFE] - mini computer
4 Design Mini PC $0.00 *
[OFE] - mini computer
1 USB to Ethernet adapter
1 GENERIC USB-ETH
6' flexible high−speed HDMI cable with Ethernet
1 Kramer C-MHM/MHM-6
Design Mini PC $61.23 *
[OFE] - mini computer
1 Elite Core SP6 $20.88
Power Strip 6 Outlets
2 Adj. Pipe 12 to 18
3 Chief CMS012018W
Sec rpa elite, key option a, white
3 Chief RPMA1W
EPSON PowerLite L730U $14,274.00 *
7000-Lumen WUXGA Education & Corporate Laser 3LCD Projector (White) 3 GENERIC CABLE BOX $175.70 *
HD cable DVR ,two-tuner,digital video recorders
1 Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
2 line level analog audio to Dante interface
1 Audinate ADP-DAI-AU-2x0
CAT6 Patch Cable
1 GENERIC CAT6-PATCH
RCA to XLR3M Adaptor
2 Hosa Technology GXM-133
RCA to XLR3M Adaptor
1 Hosa Technology GXM-133
GENERIC CAT6-PATCH $432.00
CAT6 Patch Cable
54 Uniprise USL Modular RJ45 Jack, CAT6 UTP, w/out Dust Cover, Alpine White
3 Commscope CAT6 Keystone- Alpine White
CAT6 Patch Cable
3 GENERIC CAT6-PATCH
RJ45 cable end connector
3 GENERIC RJ45-CBL
GENERIC UTP6P $225.15 *
CAT6, 250 Mhz (min), 24awg, plenum, no separator, black cable 300
GENERIC XLR-06 $8.20
6' XLR cable
1 GENERIC XLR-15 $17.68
15' XLR cable
1 IO Gear GKM552R $87.50
Long Range 2.4 GHz Wireless Keyboard and Mouse Combo
2 JBL LSR305 $0.00
[OFE] - 5" Two-Way Powered Studio Monitor
2 Jbl Pro CONTROL 25AV $0.00
[OFE] - 5.25 2-way w/horn/audio-video version
1 Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
JBL Professional CONTROL 14C/T $0.00
[OFE] - Two-Way 4" Coaxial Ceiling Loudspeaker
4 Kramer C-A35M/IRE $15.71
3.5mm to single IR emitter cable
1 Kramer C-MHM/MHM-10 $76.00
HDMI Cable (Male to Male), Ethernet with Pull Resistant connector - 10' 2 Kramer C-MHM/MHM-3 $231.50
HDMI Cable (Male to Male), Ethernet with Pull Resistant connector - 3' 10 Kramer C-MHM/MHM-6 $78.69
6' flexible high−speed HDMI cable with Ethernet
3 LDKCOK 30' USB Extension $32.92
USB 2.0 Type A Male to A Female Active Repeater Extension Cable 30ft, High Speed 480 Mbps 30FT
2 LEIGHTRONIX ipMergeNX $17,326.67
IPTV and NEXUS Powered Broadcast controller
1 LG Electronics 27UK500-B $0.00
[OFE] - 27'' UHD IPS HDR10 Monitor with AMD FreeSync
1 Listen Technologies MLD5 $0.00
[OFE] - MLD5 multiLoop driver (5.0 Amp)
1 Marshall Electronics ML-702 $0.00
[OFE] - 7" Rackmountable monitor with 3G-SDI, HDMI, and Composite 1 Marshall Electronics V-LCD171MD $0.00
[OFE] - 17.3'' Full Resolution 1920 x 1080 Rackmount Monitor With Modular Input 1 Middle Atlantic U1 $232.80
1 space (1 3/4) rackshelf
5 SFP+ Transceiver, 10GBase-LRM for multimode 62.5/125m OM1 or OM2 fiber
2 NETGEAR AXM763
NETGEAR GSM4328PA $2,653.75 *
NETGEAR 24-Port Fully Managed Switch M4300-28G-PoE+/10G 550W (GSM4328PA)
1 NETGEAR GSM4328PA $2,293.75 *
NETGEAR 24-Port Fully Managed Switch M4300-28G-PoE+/10G 550W (GSM4328PA)
1 Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
SFP+ Transceiver, 10GBase-LRM for multimode 62.5/125m OM1 or OM2 fiber
1 NETGEAR AXM763
SFP+ Transceiver, 10GBase-LRM for multimode 62.5/125m OM1 or OM2 fiber
1 NETGEAR AXM763
NETGEAR M4300-52G-POE+ $3,471.25 *
48x1G PoE+ Stackable Managed Switch with 2x10GBASE-T and 2xSFP+ 1,000W PSU
1 1 OFE Radiant VAB700 $0.00
Presonus Audio Box ione $0.00
[OFE] - PreSonus AudioBox iOne USB Audio Interface
2 CAT6 Patch Cable
1 GENERIC CAT6-PATCH
PTZ Optics PT-SUPERJOY-G1 $1,131.76 *
SuperJoy IP & Serial PTZ Camera Joystick Controller
1 PTZOptics PTZOptics Move 4K 30X - Grey $9,844.52
PTZOptics Move 4K, a third generation PTZ camera, featuring 30X Optical Zoom, 4K Resolution at 60fps and a 60.7 HFOV in Grey. Supports simultaneous IP Video (NDI|HX3, SRT, RTMPS, RTSP), USB2.0 and 3G-SDI or HDMI2.0 as outputs with Auto-Tracking capabilities. PoE Power or Included Universal Power Sup 4 Q-SYS Core Software-based Dante 32x32 Channel License, Perpetual
1 QSC SL-DAN-32-P
Q-Sys Core 110 Scripting Engine Software License, Perpetual 1 QSC SL-QSE-110-P
Q-SYS Core 110 UCI Deployment Software License, Perpetual 1 QSC SL-QUD-110-P
QSC CORE 110f $4,592.27 *
Multipurpose software based digital audio signal processor 1 QSC CX-Q4K8-NA $4,811.20 *
Processing Amplifier
1 Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
QSC QIO-GP8x8 $376.13
Q-SYS Peripheral Providing Control Expansion With 8 Logic Inputs And 8 Logic Outputs
1 QSC QIO-IR1X4 $487.14
Q-SYS Network I/O Expander
1 DB9 Serial RS232 Extension Cable - Black
2 CABLES TO GO DB9 Patch
CAT6 Patch Cable
2 GENERIC CAT6-PATCH
QSC QIO-S4 $839.46 *
Q-SYS Network I/O Expander
2 Table Top Mounting Accessory For Tsc-70-G3 And Tsc-101-G3 1 QSC TSC-710T-G3
QSC TSC-101-G3 $2,996.13 *
High Definition Touch Screen Controller
1 QSC TSC-70-G3 $1,574.80
High Definition Touch Screen Controller
1 Table Top Mounting Accessory For Tsc-70-G3 And Tsc-101-G3 1 QSC TSC-710T-G3
QSC TSC-70-G3 $1,950.93 *
High Definition Touch Screen Controller
1 SAMSUNG SMT-2232 $0.00
[OFE] - 22" LED Monitor
2 SAMSUNG UN55J6200AF $0.00
[OFE] - 55" 1080P TV
2 Gooseneck Microphone, Length 50 cm, single bend
1 SHURE MXC420/C
SHURE MXCW640 $2,039.12 *
Wireless Conference Unit
1 Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
Mute button for MXCW640
1 SHURE MXCW-ACC-M
Rechargeable Battery
1 SHURE SB930
5V 2A Power Adapter Universal Charger USB Plug Charger Block 11 FONKEN USB 5v2.A Power Supply
Gooseneck Microphone, Length 50 cm, single bend
11 SHURE MXC420/C
Mute button for MXCW640
11 SHURE MXCW-ACC-M
Rechargeable Battery
11 SHURE SB930
6 ft Micro-USB Cable with Right-Angled Connectors - M/M - USB A to Micro B Cable
11 STARTECH USB2AUB2RA2M
SHURE MXCW640 $22,681.67 *
Wireless Conference Unit
11 SHURE MXCWAPT-A $4,052.86
Access Point Receiver
1 SHURE MXCWNCS-US $2,431.42
Networked Charging Station
2 SHURE P300-IMX $1,850.00
Audio Conferencing Processor audio signal processor
1 LITHIUM-ION RECHARGEABLEBATTE
2 SHURE SB900A
SHURE ULXD4D $5,348.38 *
ULXD4D DUAL WIRELESS RECEIVER
1 Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
Dual docking charger with power supply
1 SHURE SBC200-US
Shure UA8 1/2 wave antenna (specific frequency must match device)
2 SHURE UA8
UHF Remote Antenna Extension Cable, BNC-BNC, RG213/U Type, 100 feet
1 SHURE UA8100
Shure In-Line Antenna Amplifier for Remote Mounting (470-902 MHz)
2 SHURE UA834WB
50 UHF remote antenna extension cable, bnc-bnc, rg8x/u type 1 SHURE UA850
ULXD2 WIRELESS HANDHELD W/SM58 HEAD
2 SHURE ULXD2/SM58=-H50
SMART AVI SM-DPN-4Q $1,218.75
4 Port Quad-head Displayport KVM Switch with Keyboard/Mouse/USB 2.0 and 4 Monitors - 4k 60Hz
1 CAT6 Patch Cable
1 GENERIC CAT6-PATCH
HDMI Cable (Male to Male), Ethernet with Pull Resistant connector - 3'
1 Kramer C-MHM/MHM-3
Visionary Solutions D4200 $1,166.86 *
Network Based Video Decoder
4K UHD over IP
1 DB9 Serial RS232 Extension Cable - Black
7 CABLES TO GO DB9 Patch
Visionary Solutions D4200 $8,229.13 *
Network Based Video Decoder
4K UHD over IP
7 Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
CAT6 Patch Cable
7 GENERIC CAT6-PATCH
HDMI Cable (Male to Male), Ethernet with Pull Resistant connector - 3'
7 Kramer C-MHM/MHM-3
22 awg single pair shielded mic cable - plenum rated
100 GENERIC 1PS-P
CAT6 Patch Cable
1 GENERIC CAT6-PATCH
Visionary Solutions DuetD-2 $1,331.57 *
4K UHD over IP Analog and Dante/AES67 Audio, RS-232, GPIO, IR over IP Decoder 1 Visionary Solutions DuetE-2 $1,278.57
4K UHD over IP Analog and Dante/AES67 Audio, RS-232, GPIO, IR over IP Encoder 1 Visionary Solutions E4200 $12,492.81 *
4K UHD over IP Analog and Dante/AES67 Audio Rs232, GPIO, IR over IP 11 WolfVision VZ-8PLUS4 $0.00
[OFE] - VZ-8 series desktop visualizer
1 Unassigned Total $141,653.71
Video System
GENERIC UTP6P-AV $560.04
CAT6, 250 Mhz (min), 23awg, 4 pair solid, no separator, plenum, GREEN 1200
Video System Total $560.04
Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
Audio System
GENERIC SPC-14-2-P $0.00
[OFE] - 14 awg plenum install speaker cable
300
Audio System Total $0.00
Project Subtotal: $142,213.75
Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
* Price Includes Accessories
Date
Date
A-Town AV Inc.
Client:
Contractor:
PROJECT SUMMARY
1011557
Equipment: $142,213.75
Labor: $47,788.50
Sales Tax: $3,787.85
Grand Total: $193,790.10
Rev. 1
Council Chambers 2023
Project No : A-23-085 11/20/2023
REQUEST FOR PROPOSALS
FOR
COUNCIL CHAMBER AUDIO/VIDEO
UPGRADE
DUE DATE: Monday, October 23rd at 3:00 p.m
ATTACHMENT 2
CITY OF ARROYO GRANDE
REQUEST FOR PROPOSALS FOR
COUNCIL CHAMBER AUDIO/VIDEO UPGRADE
I. PROPOSAL INTENT
The City of Arroyo Grande is soliciting the services of a qualified Audio/Video company to upgrade the Audio/Video installation at the City’s Council Chambers building. The existing system was installed in 2017. Since that time, equipment warranties have expired, and technology has progressed.
The City has made every effort to include sufficient information within this Request for Proposals for the company to prepare a responsive, comprehensive proposal. To achieve an equitable dissemination of information, a pre-proposal teleconference will be held on October 12th, 2023, at 2:00 pm to allow all interested companies to ask questions for the mutual benefit of all involved. All questions and correspondence must be directed to Kevin Waddy, IT Manager, at [email protected] no later than October 23nd, 2023. The questions and answers will then be forwarded to all Bidders that provide an email address, and posted on the City’s website, no later than December 1, 2023.
II. BACKGROUND
The City of Arroyo Grande:
The City of Arroyo Grande (the City) is a full-service city, which currently comprises 5.45 square miles and serves approximately 17,900 residents. It is located on the Central Coast of California, halfway between Los Angeles and San Francisco.
The City provides full range of services including: police protection, the transmission and distribution of water and wastewater, recreation and cultural events, the construction and maintenance of parks, facilities, streets and highways, as well as other general government activities.
The City provides fire service to its citizens through the Five Cities Fire Authority (FCFA), a Joint Powers Authority between the Cities of Arroyo Grande and Grover Beach. The City provides financial and information technology services to FCFA.
III. SCOPE OF WORK
The selected company will perform a review of the existing system to determine the best upgrade path and technology.
The company will examine the current policies related to making the Council Chambers, and any other meeting, accessible to the public. This includes in-room technologies, streaming to the City website and any other streaming destination (vendor website, YouTube, etc.).
The company will interface with Spectrum Channel 20 to determine the feasibility of continued streaming to the channel.
The company will report any known, legal or policy concerns regarding recording and streaming of all public meetings.
City Responsibilities:
The City responsibilities will be to make the existing systems and any system documentation, processes and procedures, related to the Audio/Video Council Chamber technology, available to the company for the purpose of building an upgrade proposal.
The City staff will be available for any meetings and/or walkthroughs of all technology related to the Audio/Video Council Chamber technology.
IV. PROPOSAL REQUIREMENTS
A. Certificate of Insurance
Company will provide a Certificate of Insurance.
B. Company Qualifications and Experience
The proposal should state the size of the company, the location of the office from which the work on this engagement is to be performed, and the number of the staff that will be assigned to the upgrade/installation. Indicate the scope of work, date, engagement partners, total hours, and the name and telephone number of the principal client contact.
The company shall have completed projects for other similar sized cities and provide examples of other city systems that have been installed.
C. Installation Staff Qualifications and Experience
The company shall identify the principal technical staff who would be assigned to the engagement and indicate the experience level of the techs. The company should also provide information on the staff’s governmental installation experience.
D. Total All-Inclusive Maximum Price
The proposal should contain all pricing information relative to this request for proposal.
The total all-inclusive maximum price to be proposed is to contain all labor and parts cost.
The proposal should include a schedule of professional services fees and expenses, which support the total of the all-inclusive maximum price.
The proposal should itemize the maximum price option for:
1. Parts cost
2. Labor costs
E. Agenda Scheduling and Display
The City utilizes eScribe Agenda software. The proposal should include any and all additional (if any) hardware and software to integrate with eScribe Agenda Management.
F. Existing Systems and Devices
Where possible the proposal should include any and all existing equipment that is up to date and meets the overall scope and needs requirements.
G. Pre-proposal Information Meetings and Tours
An optional meeting and facility tour will be offered to introduce interested applicants to the City’s equipment and cablecast operations. This will be an opportunity to ask questions regarding the City’s request for proposal, however the City shall not be bound by any such oral inquiries.
Thursday, October 12, 2023, at 10:00am
City Council Chamber
215 Branch St, Arroyo Grande, CA
H. Acceptance of Proposal Contents
After the company is selected by the City, the contents of the submitted proposal will become a contractual obligation. The successful company will be required to execute a standard consultant agreement with the City.
I. Acceptance or Rejection and Negotiation of Proposals The City reserves the right to reject any or all proposals, to waive non-material irregularities or information in the request for proposal, and to accept or reject any item or combination of items. By requesting proposals, the City is in no way obligated to award a contract or to pay expenses of the Bidder in connection with the preparation or submission of a proposal.
Furthermore, the City reserves the right to reject any and all proposals prior to the execution of the contract(s), with no penalty to the City of Arroyo Grande.
V. PROPOSAL FORMAT AND CONTENT
Bidders desiring to respond shall make their proposals brief and concise, yet with sufficient detail to allow for a thorough evaluation. The purpose is to demonstrate the qualification, competence and capacity of the Bidders seeking to undertake the independent audit of the City. As such, the substance of the proposals will carry more weight than their form or manner of presentation. Each proposal shall include as a minimum the following information in this format:
A. Introduction
Present an introduction to the proposal describing the company’s understanding of the desired work. Include a detailed description of the methods by which the Bidder intends to perform the work set forth in the Scope of Services.
B. Qualifications
Include a brief description of the company’s background, experience with similar projects, and resumes of key personnel proposed to work on the project.
C. Work Plan
Provide a tentative schedule by phase, key task, and proposed compensation for completing the work. This schedule, as modified to be acceptable to the City, will be used as an Exhibit to the Agreement between the City and the successful consultant.
D. Costs
The proposal should include, a total proposed, “not to exceed” costs of the services, including a fee and rate schedule describing all charges and hourly rates for services. Cost will not be the deciding factor in making the selection.
E. References
List former clients for whom similar or comparable services have been performed. Include the name, mailing address, and telephone number of the appropriate contact person.
VI. SELECTION PROCESS
The proposals will be evaluated by the IT Manager and Director of Administrative Services.
Evaluation considerations will include the following:
A. Responsiveness of the proposal in clearly stating the understanding of the work to be performed and in demonstrating the intention and ability to perform the work.
B. Cost. Although a significant factor, other factors will be considered.
C. Bidder’s experience in Audio/Video Conference Systems.
D. Technical experience and professional qualifications of the installation and support teams
E. Ability of proposed approach to meet the needs of the City.
VII. TENTATIVE SCHEDULE
The timing of the proposal process is subject to change, depending on the needs of the City, but is anticipated as follows:
RFP released......................................................................September 29, 2023 Pre-Proposal Conference ...................................................October 12, 2023 Proposals Due ....................................................................October 23, 2023 Proposal Review.................................................................November 2 – 6, 2023 Interviews (if requested)......................................................November 9 – 13, 2023 Contract Approval by City Council ......................................November 28, 2023 Services to Commence.......................................................December 4, 2023 VIII. SUBMITTAL
A. Submit a total of 1 hard copy and one electronic copy to:
Kevin Waddy
[email protected]
IT Manager
300 E. Branch Street
Arroyo Grande, CA 93420
805-473-5409
B. Show the following information on the outside of the package:
• Company’s name and address
• Chamber of Commerce Audio/Video Upgrade Proposal
C. The proposal must be received at the above address by the closing date and time.
Bidders mailing or shipping their proposals must allow sufficient delivery time to ensure timely receipt of their proposals by the time specified. Late proposals will not be accepted.
D. Closing Date: All proposals must be received by Friday, October 23, 2023, at 3:00 p.m.
F. The City reserves the right to reject any or all proposals for any or no reason.
G. For more information, please contact Kevin Waddy at
[email protected].
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