Indio City Council
November 6, 2024

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 101 of 352

COOPERATION AGREEMENT

BY AND BETWEEN

THE CITY OF INDIO,

A CALIFORNIA MUNICIPAL CORPORATION
AND

CAN DO LLC,

A CALIFORNIA LIMITED LIABILITY

COMPANY

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 102 of 352

COOPERATION AGREEMENT

FOR SECURING AND ALLOCATING POWER BETWEEN THE CITY OF

INDIO AND CAN DO LLC
THIS COOPERATION AGREEMENT (“Agreement”) is made and entered into this [ ] day of [ ], 2024 (“Effective Date”), by and between the CITY of Indio (“CITY”), a California municipal corporation and Can Do LLC, a California limited liability company (“DEVELOPER”).

For the purposes of this Agreement CITY and DEVELOPER are sometimes hereinafter referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

1. WHEREAS, the CITY is engaged in building a new clubhouse at The Lights at Indio Golf Course, and the clubhouse project requires additional electrical service for its successful completion; and

2. WHEREAS, the CITY is also in the planning stages of a new residential housing project on City-owned property east of the Golf Course and will require additional electrical service; and

3. WHEREAS, the DEVELOPER is proceeding with the construction of buildings and improvements known as "The Greens," which are located adjacent to The Lights at Indio Golf Course (see Exhibit A); and

4. WHEREAS, the CITY will be paying for the off-site Imperial Irrigation District (IID) electrical work that will benefit the City with future projects and developments, including the Greens; and

5. WHEREAS, as a condition to issuance of Certificate of Occupancy for the second quick serve restaurant in The Greens, the DEVELOPER will be paying for the expanded development of the golf course parking lot to include the new full scope as shown in the Architectural Plans and Specifications prepared by Shepphird Associates dated 06/07/2024 approved by the CITY of Indio Planning Department and Building and Safety Department on July 29, 2024 (the “Existing Plans”) ; and

6. WHEREAS, the DEVELOPER has already completed the design and received a competitive bid for the golf course parking lot project as shown on the Existing Plans; and

7. WHEREAS, City will contract and pay directly for the required off-site IID electrical work and related third-party work such as surveying, monitoring and general contractor costs for trenching and related work; and

8. WHEREAS, both Parties recognize the mutual benefit of cooperating in securing and utilizing electrical service for their respective development projects.

AGREEMENTS
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the CITY and DEVELOPER agree as follows:

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 103 of 352 SECTION 1. SCOPE OF THE COOPERATION TO BRING ADDITIONAL ELECTRICAL SERVICE AND

A GOLF COURSE PARKING LOT TO THE PROJECTS
a. As used herein, “the IID Project” shall mean the application, coordination and delivery of a 5MW extension line owned and operated by IID to the project sites, including The Greens as further described in Exhibit B to this Agreement.

SECTION 2. DEVELOPER RESPONSIBILITIES
a. The DEVELOPER has submitted an application to IID for the extension of electrical service to the project sites ( collectively, the "IID Project") as outlined in Exhibit B to this Agreement and IID has approved the IID Project to proceed subject to CITY paying to IID the required payment and completion by CITY of the trenching and other third-party surveying, monitoring and general contractor work required for the extension of the power line and related work
along Avenue 42 and Jackson Street as
described in Exhibit B and as otherwise required for the Project. DEVELOPER shall cause the golf course parking lot (“Parking Lot Project”) to be completed on or before April 1, 2025.
b. The DEVELOPER shall be responsible for the full costs associated with the expanded development of the golf course parking lot as shown on the Existing Plans with the understanding that necessary permits, if any, have been obtained. CITY shall not request any changes to the E xisting Plans that would increase the cost or cause any delay in completion of the Parking Lot Project.

SECTION 3. CITY RESPONSIBILITIES
a. The CITY shall be responsible for paying all costs related to the IID Project including the off-site IID work and for securing the additional electrical service that will benefit future CITY projects and developments, including The Greens. Exhibit B includes the work to be completed by CITY including the work along Avenue 42 and Jackson Street. CITY shall pay to IID when and as due the payment required for the Project. CITY shall contract for and proceed with the work described in Exhibit B on or before November 1, 2024, and cause the IID Project to be completed no later than April 1, 2025. b. The CITY shall participate in meetings and coordinate with the DEVELOPER and IID on the Project.

S
ECTION 4. INDEMNITY
(a) DEVELOPER shall indemnify, defend and hold harmless CITY and each of the CITY’s officers, directors, employees, board members, attorneys and agents from and against any and all demands, claims or lawsuits (collectively, “Claims”) arising out of DEVELOPER’s activities regarding the IID Project and Parking Lot Project. (b) CITY shall indemnify, defend and hold harmless DEVELOPER and each of DEVELOPER’s officers, managers, members, lenders, directors, employees, board members, attorneys and agents from and against any and all Claims arising out of CITY’s role in the IID Project.

S
ECTION 5. CONFIDENTIALITY

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 104 of 352 (a) Both parties agree to treat as confidential any proprietary or sensitive information related to the power procurement process, as may be allowed by law SECTION 6. DURATION OF AGREEMENT
(a) Effective Date. This Cooperati on Agreement shall become effective upon final approval by the Indio City Council and duly appointed representatives of Can Do LLC and execution by an authorized signatory by each Party.
(b) Duration. This Cooperation Agreement shall remain in effect from the Effective Date and end upon the final installation and construction of the electrical services facilities required by IID for the projects. and the DEVELOPER’s completion of the golf course parking lot, whichever occurs last.

S
ECTION 7. TERMINATION OF AGREEMENT. If either DEVELOPER or CITY fails to perform any material obligation under this Agreement after written notice and a reasonable opportunity to cure , then, in addition to any other remedies, either DEVELOPER, or CITY may terminate this Agreement upon 5 days written notice.

S
ECTION 8. DEFAULT.

In the event that DEVELOPER is in default under the terms of this Agreement, the CITY may give notice to DEVELOPER of the default and the reasons for the default. The notice shall include the timeframe in which DEVELOPER may cure the default. This timefr ame is presumptively thirty (30) days, but may be extended or reduced, if circumstances warrant. Any failure on the part of the CITY to give notice of the DEVELOPER’s default shall not be deemed to result in a waiver of the CITY’s legal rights or any ri ghts arising out of any provision of this Agreement.

In the event that CITY is in default under the terms of this Agreement, the DEVELOPER may give notice to CITY of the default and the reasons for the default. The notice shall include the timeframe in which CITY may cure the default. This timeframe is presumptively thirty (30) days, but may be extended or reduced, if circumstances warrant. Any failure on the part of the DEVELOPER to give notice of the CITY ’s default shall not be deemed to result in a waiver of the DEVELOPER’s legal rights or any rights arising out of any provision of this Agreement.

SECTION 9. INSURANCE.

Developer agrees to obtain and maintain and/or as applicable cause its general contractor to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Developer agrees to provide City with copies of required policies upon request. City shall be solely responsible for providing at its cost builder’s risk insurance, course of construction and completed operations coverage since such coverage must be obtained by the owner of the property in question.

S
ECTION 10. EXCUSABLE DELAYS.

Neither the DEVELOPER nor the CITY shall be in default or liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of DEVELOPER or the CITY. Such causes include, but are not limited to, acts

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 105 of 352 of God, acts of the public enemy, acts of federal, state or local governments, acts of CITY or DEVELOPER, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The time for performance under this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 11. COOPERATION BY CITY.

Upon written request by DEVELOPER, a ll public information, data, reports, records, and maps as are existing and available to CITY as public records, and which are necessary for carrying out the Services shall be furnished to DEVELOPER in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement. The City does not waive any rights it may have under the California Public Records Act, or any applicable law.

SECTION 12. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:

TO: DEVELOPER

Dan Almquist

CAN DO LLC
31801 Paseo Adelanto
San Juan Capistrano, CA 92675
TO: CITY
City Manager
100 Civic Center Drive
Indio, California 92201

Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 13. CITY TO EXECUTE.

The person or persons executing this Agreement on behalf of DEVELOPER represents and warrants that he/she/they has/have the CITY to so execute this Agreement and to bind DEVELOPER to the performance of its obligations hereunder.

SECTION 14. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative.

SECTION 15. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 16. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by DEVELOPER and by CITY. The City Manager shall have the CITY to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting CITY under the Indio Municipal Code. All other amendments shall be approved by the Board. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 106 of 352

SECTION 17. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by CITY of any work or services by DEVELOPER shall not constitute a waiver of any of the provisions of this Agreement.

S
ECTION 18. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

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ECTION 19. ATTORNEY’S FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 20. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits and Addendums, along with any amendments thereto, is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between DEVELOPER and CITY prior to the execution of this Agreement.

No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

S
ECTION 21. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

S
ECTION 22. TIME OF ESSENCE.

Time is of the essence for each and every provision of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Cooperation Agreement as of the Effective Date.

[SIGNATURE PAGE FOLLOWS]

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 107 of 352

CITY OF INDIO

ATTEST:

CITY CLERK

By:

Sabdi Sanchez, CMC
City Clerk Administrator

APPROVED AS TO FORM: City

ATTORNEY

By:

Bryan H. Montgomery
City Manager

CAN DO LLC (DEVELOPER)

By:

Dan M. Almquist, Manager

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 108 of 352 Exhibit A
The Greens

EXHIBIT B

THE PROJECT

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 109 of 352

IID Off-site Improvements:

• Mainline Trenching - Avenue 42:
o Mainline Trench (3+ Party)
o Mainline Trench (IID & Comm)
o Mainline Trench (IID)
o Concrete Encasement (IID)
o Furnish and Install Electric Conduit – 6”
o Furnish and Install Electric Conduit – 5”
o Furnish and Install Electric Primary Switch Pad
o Furnish and Install Frontier Communications Conduit – 4” o Furnish and Install Frontier Communications Handhole (3’ x 5’) o Furnish and Install Charter Conduit – 2”

• Miscellaneous:
o Sawcut Concrete & Repair at Driveway/Entrance

• IID – Line Extension (Bring-up):
o Main/Distribution Bring-up on Avenue 42 (Primary – 3 Phase*)

EXHIBIT B (Cont.)

IID Final Design (Pt. 1):

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 110 of 352

EXHIBIT B (Cont.)

IID Final Design (Pt. 2):

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 111 of 352

EXHIBIT B (Cont.)

Jackson Street Power Poles:

• Work Description:
o Remove Wire and Two (2) Poles

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 112 of 352 o Confirmed Integrity of Existing Conduit Run with Mandrel  (Presence of IID’s Underground Inspector Required***) o Repair Damaged Conduit and Complete any Affiliated Improvements/Repairs as Required

EXHIBIT B (Cont.)

Jackson Street Power Poles Wiring Plan:

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 113 of 352

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 114 of 352 EXHIBIT “C”

INSURANCE
(A) INSURANCE REQUIREMENTS. Developer shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Developer, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Developer shall provide the following scope and limits of insurance:

1. MINIMUM SCOPE OF INSURANCE. Developer shall maintain the following types and limits of insurance.

2. MINIMUM LIMITS OF INSURANCE.

GENERAL LIABILITY INSURANCE. Developer shall maintain and cause its general contractor to maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

AUTOMOBILE LIABILITY INSURANCE. Developer shall cause its general contractor to maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Developer arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Developer represents and warrants that it does not have any owned, hired, non-owned or rented vehicles.

WORKERS’ COMPENSATION INSURANCE. Developer shall cause its general contractor to maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident or disease). Developer shall cause its general contractor to submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. Developer represents and warrants that it does not have any employees. Developer shall be required to comply with the foregoing requirements if and when Developer has employees.

(B) O
THER PROVISIONS. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City; provided, however, in the case of cancellation for nonpayment not less than ten (10) days written notice shall be required.
(C) O
THER REQUIREMENTS. Developer agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Developer furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 115 of 352

1. Upon request from the City, Developer shall furnish certificates and endorsements from each subcontractor identical to those Developer provides.

2. Any deductibles or self-insured retentions in excess of $10,000 must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Developer shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Developer’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.

4. Coverage provided by Developer shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance.

Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

5. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Developer or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Developer hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

6. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 116 of 352 The Greens - IID
83040 Ave 42
Indio, CA
Budget 01 3-Oct-2024
Est. SF 10,900
Division Trade Costs /SF
01 Protection & Cleaning $37,300 $3.42
02 Demolition, Debris Removal $0 $0.00
03 Concrete $99,840 $9.16
05 Metals, Steel $0 $0.00
06 Carpentry, Millwork/P-lam $0 $0.00
07 Insulation, Roofing $0 $0.00

08.2 Openings - Doors/Frames/HW $0 $0.00

08.8 Openings - Glass / Glazing $0 $0.00

09.2 Framing, Drywall, Stucco $0 $0.00

09.3 Tile, Stone $0 $0.00

09.5 Acoustical Ceilings $0 $0.00

09.6 Flooring $0 $0.00

09.9 Wall Finishes $0 $0.00
10 Specialties - Landscape $15,000 $1.38
12 Window Treatment $0 $0.00
21 Fire Suppression $0 $0.00
22 Plumbing $0 $0.00
23 HVAC $0 $0.00
26 Electrical, Lighting $1,118,800 $102.64

31.22 Paving $0 $0.00
Total Trade Costs $1,270,940 $116.60
$0 $0.00
$44,000 $4.04
$16,437 $1.51
$92,046 $8.44
$88,966 $8.16
$0 $0.00
Total Budget 01 $1,512,388 $138.75
General Conditions
Permits (Allowance)
Print/Repro/Ship
Contingency
Fee
Insurance
GCX LLC • 4130 Cahuenga Blvd. Suite 206 Toluca Lake, CA 91602 • 213-377-1838 • Lic# 1045286

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 117 of 352 The Greens - IID
83040 Ave 42
Indio, CA
Budget 01 3-Oct-2024
Est. SF 10,900
Clarifications & Qualifications
Project Specific Notes:
1 2
3 4
General Notes:
1 2 Assumes use of base building power, parking, water and restrooms at no cost to GCX, and that space is available for dumpster. 3 Assumes access to adjacent spaces at no cost to GCX.
4 5 Assumes all conduit & wire within concealed walls/ceilings will be flex & MC cable. 6 Assumes work during regular hours.
7 Assumes CAD files will be provided for shop drawings & as-builts. 8 Assumes deposits required for pre-purchase of materials will be paid by Client. 9 Assumes all materials will be specified, and Alternates selected, prior to construction start.

General Exclusions:
1 2
3 4 Excludes MEP Engineering & plan check fees.
5 Excludes keying (assumes by Owner).
6 Assumes existing wall outlets in existing construction will remain. 7 Excludes all signage.
8 Excludes modification, repair, improvement and/or code upgrades of existing construction unless plans specify otherwise. 9 Excludes access panels in drywall ceilings.
10 Excludes any touch up or modification to base building window mullions.

Assumes Owner will pay for City fees, plan check fees, waste deposits, etc.; however GCX is here to coordinate.

Excludes Performance or Payment Bond and Builders & All Risk Insurance.

Excludes hidden conditions not specifically indicated on plans, and excludes any identification, surveying and removal of hazardous materials (e.g. asbestos).

Excludes appliances, and AV/IT/Security buildouts.

Based on IID submitted set dated 06/18/2023
Cost provided assumes Prevailing Wage.

An allowance is provided for Landscape replacement. We wont know the full scope until trenching is done.

Assumes contract is an AIA A101 Stipulated Sum.

Assumes all trenching will happpen in landscape area or Sidewalk GCX LLC • 4130 Cahuenga Blvd. Suite 206 Toluca Lake, CA 91602 • 213-377-1838 • Lic# 1045286

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 118 of 352 The Greens - IID
83040 Ave 42
Indio, CA
Budget 01 3-Oct-2024
Est. SF 10,900
Division Cost Ext Total
01 Protection & Cleaning
Protection 1 ls 37,300.00 $37,300
Lane Closure and Pedestrian Diversion Included
Final clean Included
$37,300
02 Demolition, Debris Removal
Sawcut Sidewalk 1 sf 0.00 $0
$0
03 Concrete
Construct curb & gutter per IID plans 1 ls 99,840.00 $99,840 Broom finish, natural color Included
$99,840
05 Metals, Steel
No Scope 0 ls 0.00 $0
$0
06 Carpentry, Millwork/P-lam
No Scope 1 sf 0.00 $0
$0
07 Insulation, Roofing
No Scope 1 sf 0.00 $0
$0

08.2 Openings - Doors/Frames/HW
No Scope 1 sf 0.00 $0
$0

08.8 Openings - Glass / Glazing
No Scope 1 sf 0.00 $0
$0

09.2 Framing, Drywall, Stucco
No Scope 1 sf 0.00 $0
$0

09.3 Tile, Stone
No Scope 1 sf 0.00 $0
$0
Unit
GCX LLC • 4130 Cahuenga Blvd. Suite 206 Toluca Lake, CA 91602 • 213-377-1838 • Lic# 1045286

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 119 of 352 The Greens - IID
83040 Ave 42
Indio, CA
Budget 01 3-Oct-2024
Est. SF 10,900
Division Cost Ext Total Unit

09.5 Acoustical Ceilings
No Scope 1 sf 0.00 $0
$0

09.6 Flooring
No Scope 1 sf 0.00 $0
$0

09.9 Wall Finishes
No Scope 1 sf 0.00 $0
$0
10 Specialties - Landscape
Replace DG and shrubs along 42nd Ave (allowance) 1 ls 15,000.00 $15,000 $15,000
12 Window Treatment
No Scope 1 sf 0.00 $0
$0
21 Fire Suppression
No Scope 1 sf 0.00 $0
$0
22 Plumbing
No Scope 1 sf 0.00 $0
$0
23 HVAC
No Scope 1 sf 0.00 $0
$0
GCX LLC • 4130 Cahuenga Blvd. Suite 206 Toluca Lake, CA 91602 • 213-377-1838 • Lic# 1045286

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 120 of 352 The Greens - IID
83040 Ave 42
Indio, CA
Budget 01 3-Oct-2024
Est. SF 10,900
Division Cost Ext Total Unit
26 Electrical, Lighting
IID Utility structures including large switch pads 1 ls 1,118,800.00 $1,118,800 5" Schedule 40 conduit bank per lengths shown
between utility structures. Included
6" Schedule 40 conduit bank per lengths shown
between utility structures Included
Concrete slurry encasement around conduit duct
banks Included
Conduit radius sweeps per curve data table Included
Pull rope and mandrel all conduits with utility
inspector Included
Backhoe, trenching, backfill, and compaction for all
underground electrical installation Included
$1,118,800

31.22 Paving
No Scope 0 ls 0.00 $0
$0
Permits (Allowance)
Reimbursable 0 ea 0.00 $0
$0
General Conditions
Project Management 5 wks 1,650.00 $8,250
Project Engineer 5 wks 1,450.00 $7,250
Project Administration 5 wks 900.00 $4,500
FT Site Supervision 5 wks 3,650.00 $18,250
Sundries 5 wks 650.00 $3,250
Printing, Couriers 1 ls 2,500.00 $2,500
$44,000
Insurance
General Liability (1.25%) 1 ls 16,436.75 $16,437
$16,437
Fee
O&P (7%) 1 ls 92,045.80 $92,046
$92,046
Contingency
Contingency (7%) 1 ea 88,965.80 $88,966
$88,966
GCX LLC • 4130 Cahuenga Blvd. Suite 206 Toluca Lake, CA 91602 • 213-377-1838 • Lic# 1045286

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 121 of 352 The Greens - IID
83040 Ave 42
Indio, CA
Budget 01 3-Oct-2024
Est. SF 10,900
Division Cost Ext Total Unit
Print/Repro/Ship
Printing 0 ea 0.00 $0
Reproduction 0 ea 0.00 $0
Shipping 0 ea 0.00 $0
$0
Total Budget 01 $1,512,388
GCX LLC • 4130 Cahuenga Blvd. Suite 206 Toluca Lake, CA 91602 • 213-377-1838 • Lic# 1045286

Approval of Revised Change Order Amount for GCX, LLC for Trenching Work ... Page 122 of 352 City of Indio
City Council
November 6, 2024

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Jonathan Nicks, Assistant City Manager
Subject: Professional Services agreement with Tilden-Coil Constructors, Inc. for pre- construction management services for the Police Department Headquarters Building Project in a not to exceed amount of $145,459.

RECOMMENDATION:

Tilden-Coil with Services Professional a Agreement to Manager City the Authorize execute Constructors for Pre-Construction Management Services for the Police Headquarters facility.

SUMMARY:

Tilden-Coil Constructors, Inc. (Tilden-Coil) was previously hired to assist with pre-construction management services for Phase I of the Public Safety Campus and subsequentially engaged for Construction Management Services and General Conditions for a total amount of $3,470,829. Due to Tilden-Coil’s excellent work and intimate knowledge of the first phase of the Public Safety Campus, it is recommended to engage them in a similar professional services agreement for the Police Headquarters facility.

BACKGROUND INFORMATION:

In March 2021, City staff released a Request for Qualifications (RFQ) seeking a professional consultant to manage the pre-construction of the Public Safety Campus project. Due to the complexity consultants sought specifically solicitation essential facilities, service of with the experience in managing, planning, design, and construction of police and fire stations. With over 80 years of experience in educational, institutional, commercial and industrial facilities throughout Southern California, Tilden-Coil was selected as the pre-construction management consultant and subsequentially engaged for Construction Management Services and General Conditions for the first phase of the Public Safety Campus.

The current Public Safety Campus consists of a fire station, a one-story communication dispatch center, and a two-story public safety services building, which supports both fire and police services such as code enforcement, property and evidence, and fire prevention services. The next phase of the Public Safety Campus project will construct a new Police Station Headquarters facility.

Due to Tilden-Coil’s excellent work and intimate knowledge of the first phase of the Public Safety Campus, it is recommended to engage them in a similar professional services agreement for the Police Headquarters facility starting with pre-construction services. In coordination with Holt Architects and the City, Tilden-Coil will serve as the resource to ensure: design meets the goals of the City; design is constructible; budget is maintained; estimating services are provided; the most AGENDA ITEM #9.7
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Additionally, Tilden-Coil would coordinate with pertinent City stakeholders, while obtaining their participation and commentary throughout the definition and program development of the project.

They would also arrange, chair and create minutes of all project related meetings.

After bidding and award of the contract for the Police Headquarters project, if the City is satisfied with Tilden-Coil's services, Tilden-Coil is available to perform construction management Services for the project. The construction management services would include but not be limited to prime contractor management, trade coordination, schedule, billing, cost control, quality control, risk management, dispute resolution, contract document management, project close-out, etc. If the City were to proceed with construction management services, an amended contract would come back to City Council for approval.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$145,459 In current year budget: Yes
Current FY General
Fund Impact:

Budget adjustment: No
Next FY Financial
Impact:

Strategic Objective: Community Infrastructure
Source of funds: Capital Projects Funds -
Measure X
Fund-Org-Object
Reference:
302-554002

ALTERNATIVES:

1. Direct staff to modify the Professional Services Agreement.

2. Not approve the Professional Services Agreement.

ATTACHMENTS:

Attachment 1 - PSA w/ Tilden Coil Pre-Construction

APPROVAL(S):

Jennifer A. Mizrahi, Assistant City Attorney Approved - 26 Oct 2024 Ruby D. Walla, Director of Finance Approved - 29 Oct 2024 Bryan H. Montgomery, City Manager Approved - 29 Oct 2024

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PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF INDIO,

A CALIFORNIA MUNICIPAL CORPORATION
AND
TILDEN COIL CONSTRUCTORS, INC.

Form Approved 09/01/2022

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PROFESSIONAL SERVICES AGREEMENT

FOR CONSTRUCTION MANAGEMENT SERVICES
BETWEEN THE CITY OF INDIO AND Tilden Coil Constructors, Inc.

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this [____] day of [________], 20[__] (“Effective Date”), by and between the CITY OF INDIO (“City”), a California municipal corporation and Tilden Coil Constructors, Inc. a California corporation, (“Consultant”). For the purposes of this Agreement City and Consultant are sometimes hereinafter referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

1. City has sought by continuing utilizing services of the consultant who provided construction management services for Phase I of the Public Safety Campus, the performance of Construction Management Services defined and described particularly in Section 2, “Scope of Services and Schedule of Performance” of this Agreement.

2. Consultant was selected by City to perform those services.

3. Consultant was selected by City on the basis of Consultant’s demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required.

4. Pursuant to the Chapter 33 of the Indio Municipal Code, City has authority to enter into this Agreement and the City Manager has authority to execute this Agreement.

5. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Section 2 “Scope of Services and Schedule of Performance” of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT
(a) Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is through November 6, 2027 commencing on Effective Date, unless otherwise extended by written agreement of the Parties. (b) The City Manager may, in his or her sole discretion, unilaterally exercise an option to extend the Agreement on a month-to-month basis following expiration on the same terms

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and conditions, including compensation as set forth in Section 4 “Compensation and Method of Payment.”
(c) Consultant acknowledges that the Agreement term may extend over multiple City fiscal years, and that work and compensation under this Agreement is contingent on the City Council appropriating funding for and authorizing such work and compensation for those fiscal years. This Agreement may be terminated by the City Manager at the end of a fiscal year when sufficient funding is not appropriated and authorized for the subsequent fiscal year. City is not obligated to pay Consultant for any amounts not duly appropriated and authorized by City Council.

SECTION 2. SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE (a) SCOPE OF SERVICES. Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Consultant agrees to perform the services and tasks set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and the City agrees to retain and does hereby retain Consultant for the Services. (b) SCHEDULE OF PERFORMANCE. The Services shall be completed pursuant to the schedule specified in Exhibit “A.” Should the Services not be completed pursuant to that schedule, the Consultant shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce Section 21, “Default” of this Agreement and may instead allow Consultant to continue performing the Services.

SECTION 3. ADDITIONAL SERVICES.

Consultant shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $145,459, unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. Payment shall be made in accordance with City’s usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 24, “Notices” hereof. Under no circumstances shall the total amount paid to Consultant under this Agreement exceed the City Manager’s authority under Indio Municipal Code Section 33.116 (C)(2) without approval by the City Council.

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(b) Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subconsultant contracts. Subconsultant charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of tasks performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice. (d) Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. (e) If this Agreement is extended pursuant to Section 1 “Term of Agreement,” the City shall pay the same rates specified in Exhibit “B” “Compensation.” SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Consultant’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Consultant’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 “Indemnification” and Section 17 “Insurance.” SECTION 6. OWNERSHIP OF DOCUMENTS.

All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. Upon completion, expiration or termination of this Agreement,

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Consultant shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Consultant in the course of providing the Services pursuant to this Agreement, Consultant’s guarantees and warranties in Section 9 “Standard of Performance” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.
(a) INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT. For no additional compensation, Consultant hereby assigns to City all of Consultant’s rights, title, and interest in and to the content of all deliverable materials created by Consultant or its employees, agents, or subconsultants, including copyrights, in connection with the Services performed under this Agreement. Consultant shall promptly execute and deliver, and shall cause its employees, agents, and subconsultants to promptly execute and deliver, upon request by the City or any of its successors or assigns at any time and without further compensation of any kind, any power of attorney, assignment, application for copyright, patent, trademark or other intellectual property right protection, or other papers or instruments which may be necessary or desirable to fully secure, perfect or otherwise protect to or for the City, its successors and assigns, all right, title and interest in and to the content of the deliverable materials. For purposes of this section deliverable materials includes all works, tangible or not, created under this Agreement including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, website, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. The provisions of this paragraph are binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant’s Services under this Agreement.

SECTION 7. CONSULTANT’S BOOKS AND RECORDS.
(a) Consultant shall maintain any and all documents and records demonstrating or relating to Consultant’s performance of the Services. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures.

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(b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Consultant’s address indicated for receipt of notices, “Section 24,” of this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Consultant’s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors in interest and authorized representatives.

SECTION 8. INDEPENDENT CONTRACTOR.
(a) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. (b) The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees, subconsultants or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Contractor may have to any such rights.

SECTION 9. STANDARD OF PERFORMANCE.

Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Consultant under this Agreement, and shall use such skill, prudence, and diligence as other

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members of Consultant’s profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Services” that shall also be applicable to Consultant’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.

SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained or shall promptly obtain all necessary licenses to perform the Services set forth in this Agreement and that such licenses are in good standing. Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City.

Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.

SECTION 11. PREVAILING WAGE LAWS.
(a) 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 certain “public works” and “maintenance” projects. To the extent applicable, Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, and agents free and harmless form any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws.
(b) It is the understanding of City and Consultant that Prevailing Wage Laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, “construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.

SECTION 12. NONDISCRIMINATION.

Consultant shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement.

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SECTION 13. UNAUTHORIZED ALIENS.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

SECTION 14. CONFLICTS OF INTEREST.
(a) Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of the Services. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Consultant will, perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.

SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Consultant, its officers, employees, agents or subconsultants, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under

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this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subconsultant of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

SECTION 16. INDEMNIFICATION.
(a) INDEMNIFICATION BY CONSULTANT. To the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with legal counsel reasonably acceptable to City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives and agents (“Indemnified Parties”) from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Consultant or subconsultants), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, any goods provided or performance of Services by Consultant, its officers, agents, employees, representatives, subconsultants, anyone directly or indirectly employed by any of them, or anyone that they control. Consultant’s duty to indemnify, protect, defend and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.
(b) INDEMNIFICATION FROM SUB-CONSULTANTS. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subconsultant, subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Consultant fails to obtain

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such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement and this section.

SECTION 17. INSURANCE.

Consultant agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Addendum “1” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content.

These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Consultant agrees to provide City with copies of required policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City, which may be given in the sole and absolute discretion of the City Manager. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.” City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize subconsultants.

If in the performance of its duties Consultant utilizes subconsultants or subcontractors, Consultant covenants that subcontracts, if any, shall contain a provision making subconsultants or subcontractors subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 17 “Insurance.” The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performed by any subconsultant or subcontractor for purposes of establishing a duty of care between any subconsultant or subcontractor and the City.

SECTION 19. CONTINUITY OF PERSONNEL.

Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors / subconsultants, if any, assigned to perform the Services.

Consultant shall notify City of any changes in Consultant’s staff and subcontractors / subconsultants, if any, assigned to perform the Services prior to and during any such performance.

SECTION 20. TERMINATION OF AGREEMENT.

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(a) City may terminate this Agreement, with or without cause, at any time by giving written notice of termination to Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress.
(b) Consultant may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Consultant or City, all property belonging exclusively to City which is in Consultant’s possession shall be returned to City.

Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.
(e) Upon written notice, City may suspend all or any portion of Consultant’s performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Consultant a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Consultant with written notice of the rescission, at which time Consultant would be required to resume performance in compliance with the terms and provisions of this Agreement. Consultant will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.

SECTION 21. DEFAULT.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended or reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

SECTION 22. EXCUSABLE DELAYS.

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Consultant shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant.

Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 23. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 24. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Indio
Attn: City Manager
100 Civic Center Mall
Indio, CA 92201
To Consultant: Tilden Coil Constructors, Inc.

Attn: Dayne Brassard, President & CEO
3612 Mission Inn Ave.

Riverside, CA 92501
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

The person or persons executing this Agreement on behalf of Consultant represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

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This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 “Amendment” and the City Manager’s contracting authority under the Indio Municipal Code.

SECTION 27. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 28. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting authority under the Indio Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.

SECTION 29. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 30. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

SECTION 31. ATTORNEY’S FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits and Addendums, along with any amendments thereto, is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this

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Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 33. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

SECTION 34. INCORPORATION AND CONFLICTING TERMS.
(a) The following documents are incorporated and made part of this Agreement by this reference:

1. Insurance requirements (“Addendum 1”)

2. All Exhibits and Addendums

3. All amendments

4. Consultant’s proposal, if any

5. Any laws, regulations, requirements, or restrictions, applicable to the funding source used by City to pay Consultant for any portion of work done under Agreement (“Funding Restrictions”)
(b) The documents listed above shall be referred to collectively as the “Agreement Documents.” The Agreement Documents are intended to be complementary, and a requirement in one Document is effective as if it appeared in all the Documents. In the event of a conflict between any of the Agreement Documents, the Documents shall be given effect in the following order: Funding Restrictions, Amendments (most recent first), this Agreement, Insurance requirements, Exhibits and Addendums, and Consultant’s proposal. Where the requirements of one Document are more stringent then another the more stringent shall govern.

SECTION 35. TIME OF ESSENCE.

Time is of the essence for each and every provision of this Agreement.

SECTION 36. FEDERAL FUNDS.

In the event the Services are funded either in whole or in part by a federal grant, Consultant shall comply with the requirements of Addendum “2” “Federal Funds.” [SIGNATURE PAGE FOLLOWS]

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Signature Page

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

FOR CONSTRUCTION MANAGEMENT SERVICES
BETWEEN THE CITY OF INDIO AND TILDON-COIL CONSTRUCTORS, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY OF INDIO
___________________________
Bryan H. Montgomery
City Manager
ATTEST:

CITY CLERK
By: ___________________________
Cynthia Hernandez, CMC
City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY
By: ____________________________
Steven Graham Pacifico
City Attorney

CONSULTANT
By:

Its:

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Exhibit A – Scope of Services
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EXHIBIT “A”

SCOPE OF SERVICES

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Exhibit B – Compensation
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EXHIBIT “B”

COMPENSATION

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Addendum 1 - Insurance
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ADDENDUM “1”

INSURANCE
(A)INSURANCE REQUIREMENTS. Consultant shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance:

1. MINIMUM SCOPE OF INSURANCE. Consultant shall maintain the following types and limits of insurance.

2. MINIMUM LIMITS OF INSURANCE.

GENERAL LIABILITY INSURANCE. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

AUTOMOBILE LIABILITY INSURANCE. Consultant shall maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

WORKERS’ COMPENSATION INSURANCE. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident or disease). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers.

UMBRELLA OR EXCESS LIABILITY INSURANCE. [Optional depending on limits required]. As an option to meet the limits of insurance required by this Agreement, Consultant may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:

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Addendum 1 - Insurance
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•A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
•Pay on behalf of wording as opposed to reimbursement;
•Concurrency of effective dates with primary policies;
•Policies shall “follow form” to the underlying primary policies; and •Insureds under primary policies shall also be insureds under the umbrella or excess policies.
(B) OTHER PROVISIONS. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. (C) OTHER REQUIREMENTS. Consultant agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

1. Upon request from the City, Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides.

2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Consultant’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.

4. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

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Addendum 1 - Insurance
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5. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees 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.

6. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

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City Council
November 6, 2024

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Ian Cozens, Director of Information Technology Subject: Goods and services agreement between the City of Indio and Matrix Audio Visual Designs, Inc. in the amount of $798,340.42 with a 10% contingency of $79,834.04 for a total of $878,174.46 for the purchase and installation of audio-visual equipment for the new City Hall and Council Chambers.

RECOMMENDATION:

It is recommended that the City Council find the bid from Artistic Resources Corporation as non- responsive and approve the contract with Matrix Audio Visual Designs, Inc. for $798,340.42, along with a 10% contingency amounting to $79,834.04 for a total of $878,174.46 for the purchase and installation of audio-visual equipment for the new City Hall and Council Chambers, instruct the Finance Department to make the budget adjustments, and furthermore, authorize the City Manager to execute all necessary documents related to this transaction.

SUMMARY:

Upon receiving bids from seven companies for the purchase and installation of audio-visual equipment, initially Corporation Resources Artistic While a thorough conducted staff review. submitted the apparent low bid, further analysis revealed several significant deficiencies. These included the omission of key equipment in multiple rooms, failure to account for required licensing of specific equipment, and the exclusion of applicable sales tax and shipping costs. As a result of these critical oversights, the Artistic Resources Corporation bid does not meet the bid requirements and City staff recommends that the City Council determine the bid non-responsive. Matrix Audio Visual Designs, Inc., the next lowest bidder, provided a complete, responsive bid that includes all required components, taxes, and shipping. Given the necessity of having fully operational and compliant AV equipment for the City Hall and Council Chambers, staff recommends proceeding with the responsive bid submitted by Matrix Audio Visual Designs, Inc.

BACKGROUND INFORMATION:

In June of 2024, the City of Indio released a request for proposals (RFP) for the purchase and installation of audio-visual equipment for the new City Hall building. The RFP closed in August of 2024. City of Indio staff along with the construction project manager for Tilden-Coil reviewed the proposals and conducted interviews with the two low bidders, Artistic Resources Corporation and Matrix Audio Visual. After a review of the submitted bids and the interviews staff believed that Matrix Audio Visual was the more qualified of the low bids. Additionally, staff determined that the low bid by Artistic Resources Corporation was unresponsive for the reasons stated above, and that Matrix Audio Visual was the lowest responsive bid.

AGENDA ITEM #9.8
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Artisic Resources Corporation $567,628.44
Matrix AV $798,340.42
Conti, LLC $832,593.00
Avidex $844,126.24
Southland $919,270.13
AVIR $1,045,947.42
Solotech $1,114,604.69

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$878,174.46 In current year budget: Yes
Current FY General
Fund Impact:
$0 Budget adjustment: Yes
Next FY Financial
Impact:

Strategic Objective: Community Infrastructure
Source of funds: PEG Funds Fund-Org-Object
Reference:
206-553005

Additional Financial Details:

Increase Appropriations to 206-553005 by $200,000 from existing fund balance.

ATTACHMENTS:

Attachment 1 - Agreement w/ Indio-Matrix Audio Visual Designs

APPROVAL(S):

Ian Cozens, Director of Information Technology Approved - 25 Oct 2024 Jennifer A. Mizrahi, Assistant City Attorney Approved - 26 Oct 2024 Ruby D. Walla, Director of Finance Approved - 29 Oct 2024 Bryan H. Montgomery, City Manager Approved - 29 Oct 2024

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GOODS AND SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF INDIO,

A CALIFORNIA MUNICIPAL CORPORATION

AND

MATRIX AUDIO VISUAL DESIGNS, INC.

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GOODS AND SERVICES AGREEMENT

FOR AUDIO-VISUAL EQUIPMENT AND INSTALLATION
BETWEEN THE CITY OF INDIO AND MATRIX AUDIO VISUAL DESIGNS, INC.

THIS GOODS AND SERVICES AGREEMENT (“Agreement”) is made and entered into this 6th day of November, 2024 (“Effective Date”), by and between the CITY OF INDIO (“City”), a California municipal corporation and Matrix Audio Visual Design, Inc. (“Vendor”). For the purposes of this Agreement City and Vendor are sometimes hereinafter referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

1. City has sought by request for proposals, audio-visual equipment and installation for the new City of Indio City Hall defined and described particularly in Section 2 , “Scope of Services” of this Agreement.

2. Vendor desires to perform and assume responsibility for the audio-visual equipment and installation required by the City on the terms and conditions set forth in this Agreement.

3. Vendor represents that it has the required competence and qualifications necessary for the satisfactory performance of the services required and to provide equipment requested by the City.

4. The Parties desire to formalize the selection of Vendor to sell to City the equipment and render such services as defined and described particularly in Section 2 “Scope of Services” of this Agreement and desire that the term of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT
Subject to the provisions of Section 21 “Termination of Agreement ” of this Agreement, the Term of this Agreement is through June 30 th, 2026, commencing on Effective Date, unless otherwise extended by written agreement of the Parties . Vendor shall provide all Goods (defined particularly below) and complete the Services (defined particularly below) within the Term of this Agreement and shall meet any other established schedules and deadlines.

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SECTION 2. SCOPE OF SERVICES
(a) Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Vendor agrees to perform the services and tasks set forth in Exhibit “A,” “Scope of Services” (hereinafter, the “Services”), and the City agrees to retain and does hereby retain Vendor for the Services.

(b) Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Vendor agrees to sell to City and City agrees to purchase the equipment set forth in Exhibit “A,” “Scope of Services” (hereinafter, the “Goods”). Unless specifically stated otherwise, the Goods shall be new and unused and of the current production year.

SECTION 3. SCHEDULE OF PERFORMANCE
Vendor shall provide the Goods and Services expeditiously and shall work with the general contractor to create a “Schedule of Performance” to amend to this agreement as Exhibit “C”. Upon request of City, Vendor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Performance.

SECTION 4. ADDITIONAL SERVICES
At any time during the Term of this Agreement, City may request that Vendor perform “Additional Work.” As used herein, “Additional Work” means any work which is determined by City to be necessary for the proper completion of the Goods and/or Services, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Vendor shall not be compensated for any Additional Work, unless such Additional Work is authorized in advance and in writing in accordance with Section 27 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when such Additional Work is authorized, such additional work shall be deemed to be part of the Goods and Services.

SECTION 5. COMPENSATION
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Vendor the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed seven hundred ninety -eight thousand three hundred forty and forty -two cents ($798,340.42), unless additional compensation is approved in writing in accordance with Section 2 7 “Administration and Implementation” or Section 2 8“Amendment” of this Agreement.

(b) Payment to Vendor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Vendor.

(c) If this Agreement is extended pursuant to Section 1 “Term of Agreement,” the City shall pay the same rates specified in Exhibit “B” “Compensation.”

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(d) If Additional Work is authorized, Vendor will be compensated at the same rates and manner as set forth in this Agreement.

SECTION 6. METHOD OF PAYMENT AND INVOICING
(a) Payment shall be made in accordance with City’s usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed and/or the goods provided. The invoices shall be delivered to City at the address set forth in Section 22, “Notices” hereof.

i. Initial Deposit: Vendor shall receive an initial deposit of three hundred fifty-nine thousand two hundred fifty -three and nineteen cents ($359,253.19) upon execution of this Agreement and the commencement of the work. ii. Progress Payments:

1. Upon reaching fifty-percent (50%) progress of the work, a payment of one hundred ninety -nine thousand five hundred eighty -five and eleven cents ($199,585.11) shall be made to Vendor, subject to verification of the completion percentage by the City.

2. Upon reaching eighty -percent ( 80%) progress of the work, an additional payment of one hundred ninety -nine thousand five hundred eighty-five and eleven cents ($199,585.11) shall be made, subject to verification of the completion percentage by the City. iii. Final Payment: The final payment of thirty-nine thousand nine hundred seventeen and one cent ($39,917.01) shall be made upon one-hundred percent ( 100%) completion of the work and after satisfactory inspection by the City.

(b) Each month Vendor shall furnish to City an original invoice for all work performed/ goods delivered and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcon tractor contracts. Subcon tractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in Section 5(a) and Exhibit “B” include payment of labor on an hourly ba sis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of tasks performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Vendor to determine whether the work performed / good delivered and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Vendor for correction and resubmission.

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(c) Except as to any charges for work performed or expenses incurred by Vendor which are disputed by City, City will use its best efforts to cause Vendor to be paid within forty-five (45) days of receipt of Vendor’s correct and undisputed invoice.

(d) Vendor shall notify the City in writing no later than five (5) business days after invoicing for the Goods and/or Services that have reached eighty percent (80%) of the total contract price. This notification shall include a detailed breakdown of the total amount invoiced to date and the remaining balance of the contract price.

SECTION 7. INDEPENDENT CONTRACTOR
(a) Vendor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Vendor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or ag ainst City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.

(b) The personnel performing providing the Goods and Services under this Agreement on behalf of Vendor shall at all times be under Vendor’s exclusive direction and control.

Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Vendor or any of Vendor’s officers, employees, subcontractors or agents except as set forth in this Agreement. Vendor shall not at any time or in any manner represent that Vendor or any of Vendor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City.

(c) Neither Vendor, nor any of Vendor’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Vendor expressly waives any claim Vendor may have to any such rights.

SECTION 8. ACCEPTANCE OF GOODS
(a) The Goods shall be received subject to City’s inspection and right of rejection. The Goods shall not be considered accepted until inspection, testing and/or use of the Goods is found to be in accordance with the City’s specifications. Final inspection of the Goods shall be at the location specified herein, unless otherwise agreed in writing. Acceptance of any of the Goods by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 19 “Indemnification” and Section 20 “Insurance.”

(b) If the Goods are found at any time to be defective in material or workmanship, or otherwise not in conformance with specifications, City shall have the right, in addition to any other rights which it may have under warranties or otherwise, to reject such Goods in whole or in part. Rejected Goods shall be held at Vendor’s risk for a reasonable time thereafter and shall be returned or disposed of at Vendor’s expense. No rejected Goods shall be replaced by Vendor without written instruction or authorization from City.

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SECTION 9. ACCEPTANCE OF SERVICES
City may inspect and accept or reject any of Vendor’s work under this Agreement, either during performance of the Services or when Services are completed. City shall reject or finally accept Vendor’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Vendor’s work shall be deemed to have been accepted.

City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fra ud. Acceptance of any of Vendor’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 19 “Indemnification” and Section 20 “Insurance.”

SECTION 10. CONTINUITY OF PERSONNEL
Vendor shall make every reasonable effort to maintain the stability and continuity of Vendor’s staff and subcontractors, if any, assigned to provide the Goods and Services. Vendor shall notify City of any changes in Vendor’s staff and subcontractors, if any, assigned to provide the Goods and Services prior to and during any such performance.

SECTION 11. STANDARD OF PERFORMANCE
Vendor represents and warrants that it has the qualifications, experience and facilities necessary to properly provide the Goods and Services required under this Agreement in a thorough, competent and professional manner. Vendor shall at all times faithfully, competently and to the best of its ability, experience and talent, provide the Goods and Services. In meeting its obligations under this Agreement, Vendor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Vendor under this Agreement, and shall use such skill, prudence, and diligence as other members of Vendor’s profession commonly possess and exercise. In addition to th e general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Services” that shall also be applicable to Vendor’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general; if both are specific, the terms of this Agreement shall supersede that of those in the Scope of Services.

SECTION 12. WARRANTY OF GOODS
In addition to all warranties which may be provided by law, Vendor warrants that the Goods delivered hereunder shall, (a) be free from defect of material or workmanship and conform strictly to the specifications, drawings, or sample specified or furnished; (b) conform to drawings, plans, specifications, samples or other descriptions furnished, specified, accepted or approved by City; and (c) be merchantable and fit for the purposes intended. The warranty shall be for a period of one (1) year, or such longe r period as provided by a manufacturer’s warranty or as agreed to by Vendor and City, from the date of receipt of the goods by the Vendor’s from the manufacturer .

This warranty shall survive any inspection, delivery, acceptance, or payment by City of the Goods.

Vendor, at its own expense, shall repair or replace, at the option of City, any defective Goods

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within two (2) business days after receipt of notice from City or within four (4) hours in case of emergency, as determined by City. Vendor also warrants that the Goods are free and clear of all liens and encumbrances whatsoever, that Vendor is conveying good and marketable title to same, and that Vendor owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Vendor agrees to indemnify, defend and hold City harmless against any and all third-party claims resulting from the breach or inaccuracy of any of the foregoing warranties.

SECTION 13. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES (a) Vendor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Vendor shall be liable for all violations of such laws and regulations in connection with this Agreement. Vendor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Vendor represents and warrants that Vendor has obtained or shall promptly obtain all necessary licenses to provide the Goods and Services set forth in this Agreement and that such licenses are in good standing. Vendor further represents and warrants that the Services provided herein shall conform to all ordinances, policies and practices of the City. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Vendor to comply with this section.

(b) Vendor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Vendor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment,” which definition is considered by CARB to include any item of equipment with a fuel -powered engine. Vendor shall indemnify City against any fi nes or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Vendor, its subcontractors, or others for whom Vendor is responsible under its indemnity obligations provided for in this Agreement.

(c) To the extent applicable, Vendor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000 -14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used i n the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

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i. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Vendor or City to penalties, fines, or additional regulatory requirements. Vendor 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, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Vendor’s non-compliance with the laws, regulations and policies described in this section, unless such non -compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.

ii. In addition to any other standard of care requirements set forth in this Agreement, Vendor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this section.

Vendor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this section as they may relate to the Services provided under this Agreement. Upon request, City will provide Vendor with a list of training programs that meet the requirements of this paragraph.

SECTION 14. PREVAILING WAGE LAWS
(a) Vendor 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. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is one- thousand dollars ( $1,000) or more, Vendor agrees to fully comply with such Prevailing Wage Laws. City shall provide Vendor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Vendor 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 Vendor’s principal place of business and at the project site. Vendor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 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 Vendor shall therefore comply with such Labor Code sections to the fullest extent required by law.

(b) Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the

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Vendor and all subcontractors must be registered with the Department of Industrial Relations (“DIR”). Vendor shall maintain registration for the duration of this Agreement and require the same of any subcontractor. This Agreement may also be subject to compliance monitoring and enforcement by the DIR. It shall be Vendor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

SECTION 15. NONDISCRIMINATION
Vendor and subcontractors shall not unlawfully discriminate, harass or allow harassment against any person because of sex, sexual orientation, race, color, religious creed, marital status, denial of family and medical care leave, ancestry, national origin, medica l condition (cancer/genetic characteristics), age (40 and above), disability (mental and physical) including HIV and AIDS, denial of pregnancy disability leave or reasonable accommodation in connection with or related to the performance of this Agre ement. Vendor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code of Regs, tit. 2, § 7285.0 et seq.). The applicable regul ations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full (Cal. Code of Regs, tit. 2, § 7285.0, et seq.). Vendor shall inc lude the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

SECTION 16. SAFETY
Vendor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Vendor 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 conditi ons under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to:
i. Adequate life protection and life saving equipment and procedures; ii. Instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and iii. Adequate facilities for the proper inspection and maintenance of all safety measures.

SECTION 17. ACCOUNTING RECORDS
Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Vendor 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. Vendor 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.

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SECTION 18. DISPUTES
Should any dispute arise respecting the true value of any work done, of any work omitted, or of any Additional Work which Vendor may be required to do, or respecting the size of any payment to Vendor during the performance of this Agreement, Vendor shall continue to perform while said dispute is decided by the City. If Vendor disputes the City’s decision, Vendor shall have such remedies as may be provided by law. City reserves the right to employ other vendors in connection with the Goods and/or Services provided under this Agreement.

SECTION 19. INDEMNIFICATION
(a) To the fullest extent permitted by law, Vendor shall indemnify, protect, defend (with legal counsel reasonably acceptable to City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives and agents (“Indemnified Parties”) from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Vendor or sub contractors), liabilities of eve ry kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the Goods and/or Services provided by Vendor, its officers, agents, employees, representatives, subcon tractors, anyone directly or indirectly employed by any of them, or anyone that they control.

Vendor’s duty to indemnify, protect, defend and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.
(b) Vendor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subconsultant, subcontractor or any other person or entity involved by, for, with or on behalf of Vendor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Vendor fails to obtain such indemnity obligations from others as required here, Vendor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the success ors, assigns or heirs of Vendor and shall survive the termination of this Agreement and this section.

SECTION 20. INSURANCE
Vendor agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Exhibit “D” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content.

These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Vendor agrees to provide City with copies of required policies upon request.

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SECTION 21. TERMINATION OF AGREEMENT
(a) City may terminate this Agreement, with or without cause, at any time by giving written notice of termination to Vendor. In the event such notice is given, Vendor shall cease immediately all work in progress.
(b) Vendor may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) If either Vendor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Vendor, or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Vendor or City, all property belonging exclusively to City which is in Vendor’s possession shall be returned to City. Vendor shall furnish to City a final invoice for work performed and expenses incurred by Vendor prepared as set forth in Section 6 “Method of Payment and Invoicing” of this Agreement.

This final invoice shall be reviewed and paid in the same manner as set forth in Section 6 “Method of Payment and Invoicing” of this Agreement.
(e) Upon written notice, City may suspend all or any portion of Vendor’s performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Vendor a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Vendor with written notice of the rescission, at which time Vendor would be required to resume performance in compliance with the terms and provisions of this Agreement. Vendor will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.

SECTION 22. NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Indio
Attn: City Manager
100 Civic Center Mall
Indio, CA 92201

To Vendor: Matrix Audio Visual Designs
Attn: Hovik Mirzakhanian
2525 W. Burbank Blvd.

Burbank, CA 91505

Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

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SECTION 23. BINDING EFFECT
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 24. ASSIGNMENT
Vendor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transf erees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

SECTION 25. WAIVER
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any Goods or Services shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 26. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of Vendor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Vendor to the performance of its obligations hereunder.

SECTION 27. ADMINISTRATION AND IMPLEMENTATION
This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 “Amendment” and the City Manager’s contracting authority under the Indio Municipal Code.

SECTION 28. AMENDMENT
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Vendor and by City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting authority under the Indio Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.

SECTION 29. CONFLICTS OF INTEREST
(a) Vendor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Vendor’s ability to provide the Goods and/or Services. Vendor further covenants that in the performance of this Agreement, no person

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having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Vendor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Vendor is, as of the date of execution of this Agreement, independently involved in providing non-related goods and/or services to other governmental agencies and private parties. Vendor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Vendor will, provide non-related goods and/or services for other governmental agencies and private parties following the completion of providing the Goods and/or Services under this Agreement. Any such future goods and/or services shall not be considered a conflict of interest for purposes of this section.

SECTION 30. LAW TO GOVERN; VENUE
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

SECTION 31. ATTORNEY’S FEES, COSTS AND EXPENSES
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney’s fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT
This Agreement, including the attached exhibits and addendums, along with any amendments thereto, is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Vendor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 33. SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

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SECTION 34. TIME OF ESSENCE
Time is of the essence for each and every provision of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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GOODS AND SERVICES AGREEMENT

FOR AUDIO-VISUAL EQUIPMENT AND INSTALLATION
BETWEEN THE CITY OF INDIO AND MATRIX AUDIO VISUAL DESIGNS, INC.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite their signatures.

CITY OF INDIO: MATRIX AUDIO VISUAL DESIGNS:
(Authorized Representatives of Vendor)

By: _______________________________ By: _______________________________ Bryan H. Montgomery, City Manager Printed Name: ______________________ Title: _____________________________

By: _______________________________
Printed Name: ______________________
Title: _____________________________

Dated: ___________________________ Dated: ___________________________

License No.: ___________________________

ATTEST:

CITY CLERK

By: ______________________________
Sabdi Sanches
Director of City Clerk Services

APPROVED AS TO FORM:

CITY ATTORNEY

By: ____________________________
Steven Graham Pacifico

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EXHIBIT “A”

SCOPE OF SERVICES

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PROJECT INFORMATION:

Revision:
8/6/2024
0 Modified:

Te c h n o l o g y . S e r v i c e . S o l u t i o n s ® PREPARED FOR:
100 Civic Center Drive
Indio, CA 92201
City of Indio
Project Number: P001448
Ian Cozens
Date:08/06/2024
11/05/2024
Project Name:

Project Site Address:

Expires:
100 Civic Center Drive
Indio CA 92201

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INTRODUCTION
T E C H N O L G Y . S E R V I C E . S O L U T I O N S ® Thank you for the opportunity to furnish you with this proposal. This proposal is valid for 90 days from the date of submission.

For over 30 years, Matrix AV has worked with clients throughout Southern California to consult, design, specify, implement, monitor, manage, and maintain audio, visual, lighting, and system control in venues encompassing the spectrum of meeting spaces. Our client portfolio includes Fortune500 companies, local, State, and Federal government, healthcare, education, and non-profit organizations. The variety of meeting spaces is equally as diversified, ranging from huddle rooms to boardrooms, gymnasiums to auditoriums, and council chambers to event centers. Matrix AV has grown and evolved with the technology incorporating standards with continuous education and training, value engineering, timely completion, budget sensitivity, intuitive control, and reliability.

We understand that not every project and application is mission-critical – until it is. To that end, we ensure that every job, no matter the size, includes our Standard Warranty and has options for SLAs to fit the application. Our Team sincerely believes you will appreciate our attention to detail, which is a reflection of how we value each and every opportunity to serve our clients.

Matrix Audio Visual Designs, Inc.

Hovik Mirzakhanian
Vice President
818 841-4700 X262
[email protected]
Important: Please do not share this information with others and/or our competitors. Through out the years we have spent tremendous amount time, training, learning, and generally keeping up with technology.

The drawings, specifications, concepts, designs, and arrangements thereby are and shall remain a tangible property of Matrix Audio Visual Designs, Inc. and no part thereof shall be copied, disclosed to others, or used in connection with any work, project, bid other than the specific project for which they have been prepared and developed for, without the written consent of Matrix Audio Visual Designs, Inc.

Visual contact with these drawings or specifications shall constitute conclusive evidence of acceptance of these restrictions

Goods and services agreement between the City of Indio and Matrix Audio ... Page 165 of 352 MATRIX AUDIO VISUAL DESIGNS, INC.

Matrix AV
Audio Visual, lighting and Control System Design and Integration License # 765990
Small Business/Women Owned Company
Corporate Profile
Specialty: Audio-visual, lighting, IT and control system design and integration Location: 2525 W. Burbank Blvd., Burbank, CA 91505
Contact Information:

T. 888 883-4836 or 818 841-4700
E. [email protected], [email protected]
Web: www.matrixav.com
Corporate information: Matrix AV has been in Business since 1991, an S- Corporation with Employee Identification Number 95-4748016
License Information: C7 & C10 License # 765990
Department of Industrial Affairs: DIR 1000035321
Registered Small Business: 1794921
Registered Woman Owned Business: RCWOSB2139
Cage Code: 1MTM3

Goods and services agreement between the City of Indio and Matrix Audio ... Page 166 of 352 Multimedia and Technology Solutions
Matrix Audio Visual Designs Inc. is an audio, video, lighting and control systems design and integration firm located in Burbank, California. We integrate technology based solutions for private businesses, educational institutions, houses of worship, military, and government. Since 1991 we have been satisfying our clients by creating relationships as strategic design/build partners, providing elegant solutions to their current needs while concurrently planning for their future.

We own our building, a 7500 square foot facility in Burbank, accommodating approximately 2500 square feet of warehouse space, 700 square feet of office space assigned to engineering and administration, 700 square feet of service area with two service benches populated with test equipment, and 1100 square feet assigned to staging and testing.

Our Goal
Some solutions are simple; however, all solutions, regardless of scale, require personalization. Our goal is not to try and sell you a box and it is not to oversell. These two practices do not ultimately serve you in your best interest. Our purpose is to provide you with a solid, integrated system, incorporating the functionality you require controlled effortlessly by an interface tailored to you. Realization of our goal is achieved when the integrated solution becomes an extension of the user: Functional, intuitive, and second nature. We achieve this end result by the following procedures.
· Needs analysis and feasibility studies
· Conceptual systems and facilities design
· Interaction, and dialogue with our clients’ developers, architects, engineers, interior designers, and contractors
· Detailed, in-house system engineering and complete integration · Project implementation and management
· Training and on-site operations
These practices ensure your integrated solution is customized for your specific requirements.

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Matrix Audio Visual Designs Inc. works with you and for you to create your complete, integrated solution. From small meeting rooms with a single display to your digital signage needs to large group presentations incorporating streaming graphics, live video and multi-channel audio, Matrix Audio Visual brings to reality your requirements of dynamic multimedia installations. With our customized user interfaces even the most complex and technical systems are clear to understand and effortless to use. Our approach to system design and installation is to provide a turnkey solution for you, our client. From conceptualization and need analysis to design and installation we believe working with our customers is the only method of providing beneficial, reliable installations.

Realizing Your Needs
To achieve the best possible end result we believe in starting with the client. Technology is dynamic and ever-changing.

Our expertise in the fields of architectural acoustics, audio and video system design, sound reinforcement, grounding and wiring techniques allows us the unique position of providing an integrated solution which will fit your requirements and fit your budget. Our knowledge of technology ergonomics and our experience with user interface simplicity positions Matrix Audio Visual Designs as a powerful partner to turn your goals into reality.

Some of our integrated systems have included:
· Auditoriums
· Boardrooms
· Houses of Worship
· Conference Centers
· Command and Control Centers
· Classrooms and Training Rooms
· Technology Demonstration Centers
· Council Chambers and Public Assembly areas
Ease of use, flexibility, and planning for future technology are hallmarks of our approach. We, at Matrix Audio Visual Designs, know how to deliver these to you, our client.

Goods and services agreement between the City of Indio and Matrix Audio ... Page 168 of 352 Our Expertise
We are experts in the following disciplines:
· Audio Conferencing
· Video Conferencing
· Audio and Video distribution over IP
· RF Distribution
· Broadcast Systems
· Paging and mass-notification systems
· High definition signal switching
· Sound masking systems for open office spaces
· Background music
· Lighting control systems
· Control system design and integration including iPad as user interface For more information please go to our web site: www.matrixav.com

Goods and services agreement between the City of Indio and Matrix Audio ... Page 169 of 352 Scope
of Work
We are immensely grateful for the chance to offer our proposed solution to fulfill your AV needs. At Matrix AV, our primary focus is on you, the customer, and we take pride in our commitment to providing you with exceptional service.

Our business revolves around delivering cutting-edge Technology Service Solutions, and it's not just a slogan; it's our ethos. Thank you for considering us, and we look forward to serving you with our best possible efforts.

Information worth mentioning.

Notice of Confidentiality:

Please note that the information contained in this communication/proposal is strictly confidential and intended solely for your use. It should not be shared with any third party, including our competitors. We have dedicated significant time, effort, and resources to training, education, and staying up-to-date with the latest technology to deliver the best solutions to our clients.

The drawings, specifications, concepts, designs, and arrangements included herein are the tangible property of Matrix Audio Visual Designs, Inc. They are solely intended for use in the project for which they have been developed and prepared. No part of this material may be copied, disclosed, or used in connection with any other work or project without the express written consent of Matrix Audio Visual Designs, Inc.

By accessing these drawings or specifications, you acknowledge and accept these confidentiality restrictions. Please ensure that all members of your team are aware of these terms and that they comply with them.

Training: At Matrix AV, we believe that training is an essential part of any successful project, regardless of its size or complexity. That's why we are committed to providing tailored training solutions that meet the specific needs of our customers. Whether you have a small or large project, our team will work closely with you to identify your unique training requirements and develop a comprehensive plan to ensure your team is fully equipped to operate and maintain your new system effectively. Our goal is to provide you with a seamless experience from start to finish and beyond.

Source code and configuration files: At Matrix AV, we understand the importance of the source code, configuration files, and other programming components that comprise the audio, video, and control systems we design and install. We believe that our customers should have full ownership of these essential components to ensure they can maintain and upgrade their systems over time. Therefore, we provide our customers with complete access to the source code, configuration files, DSP files, and network topology files associated with their systems. We will work with you to ensure that you have all the information you need to manage your system effectively and provide ongoing support as needed.

Goods and services agreement between the City of Indio and Matrix Audio ... Page 170 of 352 Job Site Hours: Job site hours are from 8:00 AM to 4:30 PM. It is expected that all work will be performed during these hours unless otherwise agreed upon in advance.

Cabling: The proposal includes comprehensive cabling services, including cable selection, installation, termination, and testing to ensure optimal system performance.

Insurance: Commercial general liability each occurrence: $1,000,000.00 General aggregate: $2,000,000.00 Automobile liability: $1,000,000.00
Umbrella liability each occurrence: $5,000,000.00 Aggregate: $5,000,000.00 Warranty: The system includes a one-year warranty for parts and labor. This warranty excludes batteries and other consumable items.

Clean up: After the work is complete, clean up the area, remove all debris, and discard packaging material.

Prevailing Wage: Please be aware that this proposal is formulated based on prevailing wage rates applicable to the project.

Performance and Payment Bond: This project includes a 100% performance bond to ensure the completion and fulfillment of all contractual obligations.

Statement of Work
General Scope:

Matrix AV is pleased to present this comprehensive proposal to the City of Indio. This proposal addresses the detailed requirements specified in section 274116 for Integrated Audio-Visual Systems. Our dedicated team is committed to delivering cutting-edge AV solutions designed to enhance communication, foster collaboration, and improve the overall user experience.

Public Lobby 100
Video wall system: Matrix AV will furnish, install, and commission the Planar video wall system as specified. We have included an RMC4 in the proposal to control the video wall's input selection and power management. The RMC4 will be programmed with a scheduler to automatically turn the video wall on and off during business hours.

Additionally, the lobby will feature a Brightsign LS455, which will be connected to the video wall and networked for updates. Please note that others will provide the network drop.

Kiosk: The floor plan includes two kiosk connection points. As specified, we are providing labor for only one kiosk installation. Please note that the kiosk itself is Owner-Furnished, Contractor-Installed (OFCI).

Control surface: We have included an iPad to control the third-floor lobby system. This iPad can also be programmed to manage the first-floor lobby system if needed. It has a desktop docking station and a case that magnetically attaches to the docking station for automatic charging.

Crestron RMC4: https://bit.ly/3VMdJxV
iPad product link: https://apple.co/3UKRU0R
Docking station product link: https://bit.ly/3YUXD3i
Case product link: https://bit.ly/3lG4q2p
Network connection: All network connections are provided by others.

Small Conference Room 127 and Break Out 238
These rooms are equipped with Crestron UC systems, including the desktop control touchscreen (MS Teams) and the integrated PC that comes with the device. Contrary to the RFI response, the device indeed includes a PC. For further details, please refer to the product link provided below.

Goods and services agreement between the City of Indio and Matrix Audio ... Page 171 of 352 further details, please refer to the product link provided below.

Display: Furnish and install one Sony 55" display in each room, including the Chief mounts, as requested in the RFI. The display is a discontinued model, but this will be addressed upon award.

Product link: https://bit.ly/3YrDDZ6
Crestron UC: Furnish and install the Crestron UC device behind the display and place the touch screen on the conference table. Upon installation, program and commission the system for proper operation.

Product link: https://bit.ly/3WNAIJh
Crestron wireless presentation: Furnish and install one Crestron wireless presentation system in each room. Matrix AV will use the device's HDMI input to connect the wired connection at the conference table.

Product link: https://bit.ly/3LOwxX3
Wired HDMI Connection: As requested in the RFI response, a straightforward HDMI connection will be provided at the conference table. A 1-inch grommet, supplied by the mill-work contractor, will facilitate this through the connection on the table.

Scheduling touch screen: As requested, a wall-mounted Crestron scheduling touch screen shall be procured and installed outside of the rooms.

Product link: https://bit.ly/46rHhnT
Network connection: All network connections are provided by others.

Medium Conference Room 132, 216, & Executive Conference Room 207, Typical These rooms are equipped with Crestron UC systems, including the desktop control touchscreen (MS Teams) and the integrated PC with the device.

Display: Furnish and install one Sony 65" display in each room, including the Chief mounts, as requested in the RFI. The display is a discontinued model, but this will be addressed upon award.

Product link: https://bit.ly/4dJVGOT
Crestron UC: Furnish and install the Crestron UC device behind the display and place the touch screen on the conference table. Upon installation, program and commission the system for proper operation.

Product link: https://bit.ly/3WNAIJh
Crestron wireless presentation: Furnish and install one Crestron wireless presentation system in each room. Matrix AV will use the device's HDMI input to connect the wired connection at the conference table.

Product link: https://bit.ly/3LOwxX3
Wired HDMI Connection: As requested in the RFI response, a straightforward HDMI connection will be provided at the conference table. A 1-inch grommet, supplied by the mill-work contractor, will facilitate this through connection on the table.

ALS Connectivity: A single gang wall plate with a 3.5" audio output connection will be provided for Assisted Listening System (ALS) integration when needed. One ALS system is included to support this functionality.

Scheduling touch screen: As requested a wall mounted Crestron scheduling touch screen shall be procured and installed outside of the rooms.

Product link: https://bit.ly/46rHhnT
Network connection: All network connections are provided by others.

Goods and services agreement between the City of Indio and Matrix Audio ... Page 172 of 352 Large Conference Room 113, 203, and HR 240, Typical
The large conference rooms include (4) ceiling-mounted loudspeakers in each, QSC 110f processors, wall- mounted 75" displays, DMPS3 presentation controllers, ceiling-mounted Shure microphones, Vaddio cameras with accessories, Crestron DMPS3-4K presentation controllers with 7" touch screen controller.

Display: Furnish and install one Sony 75" displays in each room including the Chief mount as requested in the RFP. The display is a discontinued model but this will be addressed upon award.

Product link: https://bit.ly/4do2Ess
Crestron wireless presentation: Furnish and install one Crestron wireless presentation system in each room. Matrix AV will use the HDMI input on the device to connect the wired connection extended to the wall plate.

Product link: https://bit.ly/3LOwxX3
DSP: Mount the Core 110f in a 1U rack space, ensuring good ventilation. Connect power, network, and audio cables (analog, AES/EBU, and Dante). Ensure secure connections and proper grounding.

Programming - Use Q-SYS Designer Software to program the Core 110f. Create a new design file, add components (microphones, speakers, etc.), and define signal paths and control logic. Upload the completed design to the Core 110f via the network.

Commissioning - Power up the Core 110f and verify communication with the software. Test and adjust audio inputs/outputs, using diagnostics tools for performance monitoring. Make necessary adjustments for optimal functionality and save your design file.

Product link: https://bit.ly/3WJRJE2
Vaddio camera, extender and conference bridge: Furnish, install and commission the camera system along with the OneLink HDMI bridge and the USB bridge to provide a MS Teams conferencing system. Although we have included the pricing as requested but be advised the system designed will not work according to the single line diagram included in the RFP. We are recommending the Vaddio's Easy IP system.

Camera product link: https://bit.ly/4fvjwiU
Conferencing bridge: https://bit.ly/3SCSNap
Ceiling loudspeakers:

Installation - Mount the C-IC6-W loudspeakers in the ceiling, ensuring secure attachment and proper placement for optimal sound coverage. Connect the loudspeakers to the audio system using the provided wiring, ensuring secure and correct connections.

Biamp C-IC6 product link: https://bit.ly/3YU7CWM
The Shure MXA920 microphones are designed for superior audio capture in conference rooms and similar environments.

Installation - Mount the MXA920 microphones on the ceiling, ensuring they are securely fixed and positioned for optimal coverage. Connect the microphones to your network via Ethernet for Power over Ethernet (PoE) and audio.

Programming - Use Shure’s Designer software to configure the MXA920. Create a new project, add the microphones, and adjust settings for optimal audio pickup patterns and sensitivity. Ensure proper integration with the room’s audio system.

Commissioning: Power on the MXA920 and verify network communication. Test the audio pickup, making adjustments in Designer software for clarity and coverage. Confirm that the setup provides clear, consistent audio throughout the room.

MXA920 Product link: https://bit.ly/3Aala9D
Tabletop cable hatch: Provided by others. Two 1" grommets shall suffice for each conference room.

Open Office IT 229

Goods and services agreement between the City of Indio and Matrix Audio ... Page 173 of 352 Open Office IT 229
The above area includes a 65" TV connected to the Crestron wireless presentation gateway. It is a simple setup that allows the user to connect to the display or utilize the HDMI input extended to the wall plate to connect a PC.

Display: Furnish and install one Sony 65" display in each room, including the Chief mount, as requested in the RFP. The display is a discontinued model, but this will be addressed upon award.

Product link: https://bit.ly/4dJVGOT
Crestron wireless presentation: Furnish and install one Crestron wireless presentation system in each room. Matrix AV will use the HDMI input on the device to connect the wired connection extended to a wall plate.

Product link: https://bit.ly/3LOwxX3
Wired HDMI Connection: As requested, a straightforward HDMI connection will be provided on a wall plate for connecting an OFCI PC.

City Manager's Office 209
The above area includes a 65" TV connected to the Crestron wireless presentation gateway. It is a simple setup that allows the user to share content on the display or utilize the HDMI input extended to a wall plate to connect a PC.

Display: Furnish and install one Sony 65" display in each room, including the Chief articulating mount, as requested in the RFP. The display is a discontinued model, but this will be addressed upon award.

Product link: https://bit.ly/4dJVGOT
Crestron wireless presentation: Furnish and install one Crestron wireless presentation system in each room. Matrix AV will use the HDMI input on the device to connect the wired connection extended to a wall plate.

Product link: https://bit.ly/3LOwxX3
Wired HDMI Connection: As requested, a straightforward HDMI connection will be provided on a wall plate for connecting an OFCI PC.

Staff Break Rooms 138 and 224, Typical
The above area includes a 55" TV connected wall-mounted with RG6. These are the staff break rooms and include an off-air antenna system roof mounted with cabling extended to each room. The user will use the TV remote to control the TV.

Display: Furnish and install one Sony 55" display in each room, including the Chief mounts, as requested in the RFI. The display is a discontinued model, but this will be addressed upon award.

Product link: https://bit.ly/3YrDDZ6
As part of this solution, we are including supplies that include a splitter, antenna mast, F-type connector, J-pipe, and lightning arrestor to address the RFP's requirement.

Chamber's Lobby 302
The lobby includes a ceiling-mounted loudspeaker, wall-mounted TV, OFCI kiosk, and control processor. As mentioned earlier, Matrix AV has included an iPad to control the system in both the lower and upper lobby. Please review the product links included in Lobby 100.

Council Chambers 308 and AV Room 307
Audio System
Microphones, Base and Shure ANI4INs: The intent is to have the microphones connect via the three-pin FSR bases

Goods and services agreement between the City of Indio and Matrix Audio ... Page 174 of 352 Microphones, Base and Shure ANI4INs: The intent is to have the microphones connect via the three-pin FSR bases along with the mute button to the Shure Dante interfaces so the audio and mute control can be integrated with one CAT6 cable to the network switch. Our recommendation is to use longer neck goosenecks.

Microphone product link: https://bit.ly/3YxZGNU
FSR product link: https://bit.ly/4fxQhfh
Shure ANI4IN link: https://bit.ly/3W48ckV
Wireless Microphone System
Installation: Shure ULXD4Q Quad-Channel Receiver: Mount the receiver in the AV rack and connect it to the sound system.

Ensure network integration via Dante™ for seamless audio routing.

SM58 Hand-held Microphones (2 units): Install and sync the ULXD2 hand-held transmitters with the ULXD4Q receiver.

Ensure proper placement and frequency coordination.

Body-pack Transmitters (2 units): Connect lavaliere or headset microphones to the ULXD1 body packs. Sync and test connectivity with the ULXD4Q receiver.

Commissioning
System Configuration: Configure the receiver channels, ensuring optimal frequency management and AES 256-bit encryption for secure transmission.

Audio Testing: To confirm clear and consistent audio quality, perform sound checks with the SM58 hand-helds and bodypack microphones.

Network Integration: Verify Dante™ networking for smooth digital audio routing within the existing AV infrastructure.

User Training: Provide a brief training session on operating the hand-held and body pack transmitters, focusing on battery management and basic troubleshooting.

Receiver product link: https://bit.ly/3jpCw9N
Hand-held transmitter link: https://bit.ly/4d7ATog
Body-worn transmitter link: https://bit.ly/3VjBCcl
Microphone capsule link: https://bit.ly/3w6nFaP
DSP: Mount the Core 110f in a 1U rack space, ensuring good ventilation. Connect power, network, and audio cables (analog, AES/EBU, and Dante). Ensure secure connections and proper grounding.

Programming—Use Q-SYS Designer Software to program the Core 110f. Create a new design file, add components (microphones, speakers, etc.), and define signal paths and control logic. Then, upload the completed design to the Core 110f via the network.

Commissioning: Power up the Core 110f and verify communication with the software. Test and adjust audio inputs/outputs, using diagnostic tools for performance monitoring. Make necessary adjustments for optimal functionality and save your design file.

Product link: https://bit.ly/3WJRJE2
Ceiling loudspeakers:

Installation - Mount the C-IC6-W loudspeakers in the ceiling, ensuring secure attachment and proper placement for optimal sound coverage. Connect the loudspeakers to the audio system using the provided wiring, ensuring secure and correct connections.

Biamp C-IC6 product link: https://bit.ly/3YU7CWM
Production System
Cameras:

Sony BRC-X1000 Cameras: Furnish and install eight (8) Sony BRC-X1000 cameras.

Mounting

Goods and services agreement between the City of Indio and Matrix Audio ... Page 175 of 352 Mounting
In-Wall Enclosures: Install four (4) cameras using Vaddio in-wall enclosures for a clean, integrated look.

Wall-Mounted Versions: For optimal coverage and stability, mount the remaining four (4) cameras using appropriate wall- mount brackets.

Connections: Connect each camera to the network and power supply, ensuring secure and correct video and control signal wiring.

Commissioning
System Configuration: Configure the cameras for optimal performance, including setting the correct IP addresses and integration with the control system.

Camera Calibration: Adjust the cameras for the best field of view, focus, and preset positions to cover the intended areas.

Testing: Perform comprehensive tests to verify video feed quality and camera control functionality from the controller.

Camera product link:

Vaddio in-wall mounting product link: https://bit.ly/4d7EB1h Sony on-wall mounting product link: https://bit.ly/3AlaVz0 Production switcher:

The RFP has asked for a Blackmagic Design ATEM Television Studio 4K8. As indicated below this switcher may not be suitable for this application due to not having enough inputs to satisfy the need.

Installation
ATEM Television Studio 4K8: Furnish and install the ATEM Television Studio 4K8.

Connections: Connect video inputs (cameras, computers, etc.) and outputs (monitors, recording devices) to the switcher.

Ensure all SDI and HDMI cables are securely attached. Connect the switcher to the network for remote control and configuration.

Commissioning
System Configuration: Configure the switcher settings via ATEM Software Control, including input assignments, video formats, and audio settings.

Testing: Thoroughly test all video and audio inputs and outputs to confirm clear signal paths and correct routing. Test key features such as transitions, keying, and multi-view output.

Network Integration: Verify network connectivity for remote control and integration.

Product link: https://bit.ly/3w3vTRm
Lectern:

The lectern shall include a microphone, a three-pin FSR base, and an NVX encoder.

Control System
User interface: Furnish and program three (2 X 10" and 1 X 7") touch screens. One 10" touch screen shall be installed in the control room, one 10" for the Clerk position, and the 7" for the Mayor to view the "Request to Speak" list and release as needed.

Control processor: Furnish, install, and program a CP4 to control the AV system in the chambers, the control room, and the chamber’s lobby.

Ante-Chamber Meeting Room 310
The Ante-Chamber is an extension of the chambers and is intended for closed-session meetings or otherwise City management meetings. The room includes the following items.

Display: Furnish and install one wall-mounted 85" display and the Chief mounting hardware.

Goods and services agreement between the City of Indio and Matrix Audio ... Page 176 of 352 Display: Furnish and install one wall-mounted 85" display and the Chief mounting hardware.

Encoder: Two DM-NVX-E30 for the conference table laptop connection and one for the wireless presentation gateway.

Decoder: One DM-NVX-D30 for the display.

Camera: Sony BRC-X1000 Cameras: Furnish and install eight (1) Sony BRC-X1000 cameras.

Mounting
In-Wall Enclosures: Install one dd cameras using Vaddio in-wall enclosures for a clean, integrated look.

Wall-Mounted Versions: Mount the remaining four (4) cameras using appropriate wall-mount brackets for optimal coverage and stability.

Connections: Connect each camera to the network and power supply, ensuring secure and correct wiring for video and control signals.

Commissioning
System Configuration: Configure the cameras for optimal performance, including setting the correct IP addresses and integration with the control system.

Camera Calibration: Adjust the cameras for the best field of view, focus, and preset positions to cover the intended areas.

Testing: Perform comprehensive tests to verify video feed quality and camera control functionality from the controller.

Camera Extender: Furnish and install one Vaddio One Link HDMI Extender to extend the camera signal to the Vaddio USB bridge.

Ceiling mounted microphone: Furnish and install (2) MXA920 ceiling-mounted microphones as requested in the RFP.

Value engineering
The specified DMPS system for these rooms relies on legacy technology. We propose redesigning the entire building based on DM-NVX technology to centralize the system and streamline operations. Similarly, instead of using four separate DSPs throughout the building, we suggest utilizing one or two centralized DSP servers with Dante capability located in the data rooms. This approach will enhance efficiency and potentially lower overall costs.

Large Conference Rooms

1. System Upgrade: Replace multiple DMPS units with DM-NVX technology. The RFP includes an AV rated network switch (GSM4200 series). Replace the DMPS with NVX technology. This will introduce some savings and additionally. The switches can be aggregated to the building AV network and be as part of the XIO cloud.

2. Centralized Audio: Remove multiple QSC DSPs and adopt Biamp's centralized audio server technology, specifically the Tesira Server IO (refer to product link: Tesira Server IO ).

3. Unified Control: Replace all RMC4s and one CP4 with a single PRO4 to control the entire building, including the video wall, lobby systems, and council chambers.

4. Rack Consolidation: Eliminate individual racks in each large conference room and utilize a smaller rack or allocate some RU space in the data rooms for equipment installation. A ceiling box may be needed to house a local Dante amplifier for loudspeakers.

5. Microphone Optimization: Replace the two MXA920 microphones in each conference room with two MXA710-2FT units, as the MXA920's advanced features are not required for these rooms.

6. Camera System Update: Substitute the Vaddio camera system, OneLink HDMI, and Conference Bridge with Easy IP cameras and an Easy IP Mixer for a more efficient setup.

Goods and services agreement between the City of Indio and Matrix Audio ... Page 177 of 352 Data Rooms

1. Network and DSP Centralization: Use the second and third-floor data rooms to rack mount network switches and DSPs.

2. Network Switch Consolidation: Remove network switches from the large conference rooms and consolidate them into two GSM4248PX switches, utilizing four SFP+ fiber connections to achieve a 40 Gb/s aggregated connection.

Council Chambers

1. Cost Reduction: Replace the Cisco switch with a Netgear GSM4248PX.

2. Simplified Video Distribution: Remove the DM-DA4-4K-C and use two decoders, one for each display.

3. Network Efficiency: Use DM-NVX-360 to run a single network cable for each display, saving network switch ports.

4. Touch Monitor Integration: If the intent of the design for the touch monitors is for AV control or future voting system integration, include a DGE100 for each member to add the following features:
a. Display local PC content and shared presentations in a video window at each member's location. b. Integrate a "Request to Speak" feature, displaying the list on the Mayor's touch screen and reducing the number of keypads.
c. Enable audio privacy on each touch screen.
d. Integrate a voting system display on all screens, requiring additional DGE100s and encoders/decoders. e. Display a public speaking timer on all council member screens.

5. Camera and switcher suitability: If the intent is to have a 4K 6G system from acquisition, switching, and recording, then the selected camera (Sony BRC-X1000) will only support 6G utilizing both 3G outputs which means pulling two coax cables and using a multiplexer such as AJA or Blackmagic Designs (Teranex Mini Quad SDI to 12GSDI) converter to address this requirement.

6. Switcher Suitability: The specified switcher has only (8) inputs, and there are (8) cameras. There is no provision to have PC content sent for broadcasting. Essentially, switching between cameras and a PC source within the council chambers. We highly recommend changing the switcher to a minimum ATEM 1 M/E Constellation 4K requirement with (10) SDI inputs.

8. Control Surface: If the ATEM 1 or 2 M/E is selected as a switcher, a control surface such as the ATEM 1 M/E Advanced Panel 10 will be needed to control it.

7. Router: Additionally, we recommend a router for the production workflow. The router will route the sources and destination, which provides flexibility in SDI workflow. It centralizes control, enabling quick switching between sources, reducing cable clutter, and enhancing signal distribution efficiency. By ensuring that the correct signals reach the appropriate devices seamlessly, a router optimizes the workflow, saves time, and improves overall production efficiency.

8. Encoders and Decoders:

Council Members - 6 -> RFP requires 6 X DM-NVX360 as decoders and DM-NVX-E30. Presumably, each encoder is connected to a CFCI PC.

Staff Member Left - 4 -> RFP requires 4 X DM-NVX-E30. Presumably, each encoder is connected to a CFCI PC.

Staff Member Right - 4 -> RFP RFP requires 4 X DM-NVX-E30. Presumably, each encoder is connected to a CFCI PC.

Staff Member Left second row - 2 -> RFP requires 1 X DM-NVX-E30. Presumably, each encoder is connected to a CFCI PC.

Staff Member right second row - 2 -> RFP requires 1 X DM-NVX-E30. Presumably, each encoder is connected to a CFCI PC.

Lectern - 1 -> RFP requires 1 X DM-NVX-E30. Presumably, each encoder is connected to a CFCI PC.

Wireless presentation - 1 -> 1 X DM-NVX-E30
Program out - 1 -> 1 X DM-NVX-E30
We recommend the following changes.

For council members use a DM-NVX-351 with dual HDMI input capability. Use one DM-NVX-E30 and distribute the HDMI video output to input 2 of the NVX-351 and use input 1 for the local PC for the council member. Use a DGE-100 for each council member to allow for content viewing as well some limited control of the system such as

Goods and services agreement between the City of Indio and Matrix Audio ... Page 178 of 352 personal microphone mute and
In conclusion, our innovative approach to AV systems offers a robust and flexible solution tailored to meet the diverse needs of modern environments. Whether you choose a centralized or distributed approach, our cutting-edge technology ensures seamless integration, superior performance, and unparalleled reliability. Trust in our expertise to deliver a system that not only meets but exceeds your expectations, providing a foundation for enhanced productivity and exceptional user experiences. Let us partner with you to create a future-proof solution that evolves with your needs and sets a new standard in audio, video, and control systems.

What is not included
After Hours and Shift Work: Kindly be aware that this proposal only covers work conducted during regular hours (straight time) and does not encompass after-hours, shift work, or weekend work. If these services are needed, they will incur additional charges. The details of such charges will be outlined and mutually agreed upon in a separate agreement or contract.

Electrical: Please note that the quote provided does not include any electrical work or conduits required for the installation. If such work is necessary, our team will be happy to provide you with a separate quote for these services. Our goal is to be transparent with our pricing and ensure that our customers are fully informed about the scope of work and associated costs before proceeding with any project.

List of References
Customer Name: City of Montclair
Project Name: Council Chambers AV Upgrade integrated with an upgraded Senior Center and Gym AV system.

Customer Contact: John Nguyen
Customer contact information: T. 909 625-9409 E. [email protected] Project overview: The City of Montclair and Matrix AV have forged a longstanding partnership marked by innovation and collaboration. In 2007, Matrix AV was entrusted with the task of modernizing the council chambers' antiquated AV system through a competitive RFP process. This comprehensive upgrade encompassed audio, video, and control systems, complemented by a meticulous refurbishment of the dais and staff tables undertaken by a reputable millwork contractor.

Since then, our collaboration has been characterized by a commitment to staying at the forefront of audio- visual and control system technologies. Over the years, we have seamlessly expanded the system's capabilities to encompass key venues such as the gymnasium, senior center, and theater room, enabling overflow from City Hall meetings to these spaces as needed.

In a testament to our ongoing dedication to innovation, in January of 2023, we proudly introduced an exterior- rated LED video wall system, further enhancing the city's ability to communicate and engage with its residents and visitors. This milestone stands as a testament to our unwavering commitment to providing cutting-edge solutions that meet the evolving needs of the City of Montclair.

To this date we have on-going projects with the City.

Customer Name: Town of Apple Valley
Customer contact: Brandon Cales
Customer contact information: T. 760 961-6260 E. [email protected]

Goods and services agreement between the City of Indio and Matrix Audio ... Page 179 of 352 Project overview: Matrix AV spearheaded a comprehensive upgrade of the AV systems at both the council chambers and the conference center, revolutionizing the Town's capabilities for communication and collaboration. Leveraging cutting-edge AVoIP technology, we designed and installed a state-of-the-art system that seamlessly integrates audio and video protocols, ensuring optimal performance and flexibility.

By harnessing the power of the Town's existing network infrastructure, our solution enables effortless overflow from the council chambers to the conference center during critical and high-attendance meetings. This strategic enhancement not only maximizes the utility of existing resources but also enhances the Town's ability to accommodate important gatherings and engage with its constituents effectively.

To this date, we have on-going projects with the City.

Customer Name: City of Fontana
Customer contact: Jennifer Barcenas
Customer contact information: T. 909 350-6676 E. [email protected] Project overview: The City of Fontana enlisted Matrix AV to conduct a thorough assessment of the existing system at the Steel Workers Auditorium and propose a comprehensive upgrade strategy. Upon evaluation, it was evident that the video system relied on outdated VGA distribution technology, while the audio system was non-functional.

In response, our tailored plan encompassed a holistic upgrade, addressing deficiencies across audio, video, and display systems. Furthermore, we proposed the integration of a robust control system, specifically tailored to meet the diverse operational requirements of the City. By modernizing both the hardware and control infrastructure, our solution aims to not only rectify existing issues but also future-proof the auditorium, ensuring seamless performance and enhanced functionality for the City of Fontana and its constituents.

Furthermore, Matrix AV was entrusted with the upgrade of the AV systems not only in the council chambers but also across several key sites in the City, including the Jessie Turner Community Center and the Senior Center. This significant expansion of our partnership underscores our unwavering commitment to delivering exceptional service and unparalleled workmanship.

To this date we have on-going relationship and projects with the City.

Customer Name: City of Hesperia
Customer contact information: Michael Assumma
Customer contact information: T. 760 947-1831 E. [email protected] Project overview: After a thorough evaluation of potential AV contractors, the City of Hesperia selected Matrix AV as its system integrator for the comprehensive upgrade of its AV infrastructure. Matrix AV embarked on this project by meticulously analyzing the City's requirements and crafting a strategic plan to modernize the AV system, prioritizing the adoption of the latest AV over IP (AVoIP) technology. Departing from the previous HDBaseT distribution system, Matrix AV recommended the implementation of an AV over IP distribution system, leveraging digital audio and video endpoints and employing Crestron's NVX system for seamless integration.

To enhance the audio capabilities, Matrix AV deployed a sophisticated Biamp audio Digital Signal Processing

Goods and services agreement between the City of Indio and Matrix Audio ... Page 180 of 352 To enhance the audio capabilities, Matrix AV deployed a sophisticated Biamp audio Digital Signal Processing (DSP) system, incorporating AVB and Dante network audio technologies across the City Hall and overflow area.

This implementation streamlined microphone connectivity, eliminating the need for cumbersome cable clusters and instead utilizing a network-based approach, requiring only two or three network cables per microphone group.

Customer Name: Fontana Unified School District
Customer contact information: Vincent T. Harrison
Customer contact information: T. 909 357-7635 X29120 E. [email protected] Project Overview: Matrix AV was commissioned to upgrade the AV system within the John D. Piazza Boardroom. This comprehensive project encompassed a full-scale enhancement of the audio infrastructure, involving the installation of loudspeakers, digital signal processors, as well as the setup and programming of an Allen and Heath mixing console, along with both wired and wireless microphone systems. On the video front, the project included the integration of a Christie Digital projection system alongside multiple cameras for session recording and streaming purposes. Furthermore, by tightly integrating the control system with the AV infrastructure, Matrix AV delivered a user-friendly interface enabling seamless control over both audio and video components. Notably, the control system facilitated a voting mechanism for tallying votes and displaying results on the projection system, in addition to enabling streaming services for public viewing.

Matrix AV is currently engaged in projects with Fontana USD.

Finally, our promise to you
At Matrix AV, we are committed to providing our customers with exceptional service and expertise. Our promise to you includes conducting ourselves in a professional and respectful manner at all times. We only use reputable manufacturers from the AV and IT industries who stand behind their products, ensuring that you receive a professionally designed and installed system that meets your specific needs.

We are committed to an unbiased decision-making process when selecting equipment, and we always strive to be truthful and accurate in all aspects of our work. Our team is dedicated to staying up-to-date with the latest advancements in technology and continuing to improve our technical knowledge and skills.

Finally, we are committed to educating the public about the AV industry and the benefits of implementing high-quality audio and visual solutions in various settings. Our goal is to provide you with a reliable, efficient, and cost-effective system that enhances your operations and exceeds your expectations.

L O C A T I O N D E T A I L S
City of Indio
City of Indio: Public Lobby 100
The Lobby will have one (1) Interactive Kiosk for licencing, permitting, and booking department appointments. There will be one (1) 2 x 2 Video Display Wall for digital signage; City and Council meetings schedule information, rotating power point
presentation, traffic camera feeds.

City of Indio: Small Conference Room 127 and
Break Out 238, Typical

Goods and services agreement between the City of Indio and Matrix Audio ... Page 181 of 352 City of Indio: Medium Conference Room 132,
216, & Executive Conference Room 207, Typical
The room will have one (1) wall-mounted Display with a swing arm mount. The source inputs to the display will be from one (1) HDMI Laptop input at the table, one (1) local minicomputer with a wireless keyboard and mouse, and one (1) wireless presentation system. The sound will be heard through one (1) wall-mounted soundbar speaker.

There will be a connection panel for a portable Assistive Listening System connection. One (1) WEB cam will have a built-in microphone for WEB-based conferencing. There will be one City of Indio: Large Conference Room 113, 203,
and HR 240, Typical
The room will have one (1) wall-mounted Display with a swing arm mount. The source inputs to the display will be from HDMI Laptop inputs at the table, one (1) local computer with a wireless keyboard and mouse, and one (1) wireless presentation system. The sound will be heard through ceiling-mounted speakers. There will be a connection panel for a portable Assistive Listening System connection. Voice pick-up during the conference call will be from ceiling mounted microphone array. The meeting participant's video will be captured with one (1) wall-mounted pan/tilt/zoom camera. There will be one (1) tabletop touch panel control system interface. The AV equipment will be mounted in a pullout equipment rack housed in the room millwork/credenza.

City of Indio: City Manager's Office 209
The office will have one (1) wall-mounted Display on a swing arm mount. Source inputs to the display will be from the local desktop computer (extended desktop), a wall-mounted HDMI input panel, and a wireless presentation system. The sound will be heard through speakers built into the display. One (1) WEB cam will have a built-in microphone for WEB-based conferencing. The display will be controlled through a wall-mounted controller.

City of Indio: Open Office (IT) 229
The room will have one (1) wall-mounted Display with a swing arm mount. The source inputs to the display will be from the HDMI input wall panel, and a wireless presentation system. The sound will be heard through speakers built into the display. The display will be controlled with a wall-mounted controller.

City of Indio: Staff Break Rooms 138 and 224,
Typical
The break room will have one (1) wall-mounted Smart TV with a swing arm mount. The source inputs to the TV will be from the building network and or ATSC 3.0 Broadcast Antenna. Sound will be heard through speakers built into the Display. A hand-held remote will control the Display.

City of Indio: Chambers Lobby 302
There will be a floor-standing Interactive Kiosk for the Public to request a speaking time. There will be one (1) wall- mounted Display for public viewing of the Council meeting agenda, schedule, and live Council meetings. The source will be via networked digital signage media player and video feed from the Council Chamber. There will be ceiling- mounted
speakers for listening to announcements and a feed from the Council Chamber system.

City of Indio: Council Chambers 308 and AV
Room 307
The Council Chambers will be used for meetings, public access for events, presentations, and video conferencing.

There will be a multi-media presentation system. A display system will have two (2) Displays on the front wall, four (4) side wall-mounted displays with swing arm mounts, and two (2) small Monitors in the council millwork facing the council members. Sources to the display system will be from laptop computer connections located through the Secretary, Clerk, and support computers, one (1) wireless presentation system, and a camera feed from the AV room production camera/video controller. For voice pick-up, there will be tabletop gooseneck microphones at each Council member, the support desk, and the public speaker podium. Microphones will have a mute button and LED indicator. The microphone will also be controlled
through the touch panel interface on the Council's Clerk or support desk and in AV Room 307. There will be a wireless microphone system with a two-channel digital receiver and a combination of two (2) hand-held microphone transmitters and (2) belt-pack 307. There will be a wireless microphone system with a two-channel digital receiver and a combination of two (2) hand-held microphone transmitters and (2) belt-pack transmitters with a lapel microphone. Sound will be heard through ceiling-mounted microphones portioned off into different zones. One (1) fixed RF-based CBC & ADA compliant Assistive Listening System will exist. Wall-mounted broadcast quality cameras will face the council, support, and public podium areas. Cameras will be controlled in the AV room with a digital video production switcher, routed to the Digital video Matrix switching system that supports the display system, live streaming through YouTube, and local the City Cable TV Broadcast. The cameras will also be used for WEB-based conferencing and archive recording of meetings. The System will be controlled through a tabletop touch panel. AV equipment will be installed in an equipment rack located in AV Room 503 control room. All audio mixing, Camera control, video switching, and complete AV systems control equipment will be located at the Technician's table in AV Room 503A. The technician’s table in the AV Room 503 will have the camera production switcher, digital audio mixer, table top monitor speakers, a local computer with keyboard and mouse, and the touch panel control interface.

The room will have one (1) wall-mounted Display. The source inputs to the display will be from one (1) HDMI Laptop input at the table, one (1) local minicomputer with a wireless keyboard and mouse, and one (1) wireless presentation system. The sound will be heard through one (1) wall-mounted soundbar speaker. One (1) WEB cam will have a built-in microphone for WEB-based conferencing. There will be one (1) wall-mounted control panel. The AV equipment will be mounted in a recessed wall box behind the display.

Goods and services agreement between the City of Indio and Matrix Audio ... Page 182 of 352 City of Indio: Ante-Chamber Meeting Room 310
The meeting room will have one (1) wall-mounted Display with a swing arm mount. The source inputs to the display will be from HDMI Laptop inputs at the table, one (1) local computer with a wireless keyboard and mouse, one (1) wireless presentation system, and a video feed from the Council Chambers System. The sound will be heard through ceiling-mounted speakers. There will be a connection panel for a portable Assistive Listening System connection. Voice pick-up during conference calls will be from ceiling mounted microphone array. The meeting participant's video will be captured with one (1) wall-mounted pan/tilt/zoom camera. There will be one (1) tabletop touch panel control system interface. The AV equipment will be mounted in a pull out equipment rack housed in the room's millwork/credenza.

Goods and services agreement between the City of Indio and Matrix Audio ... Page 183 of 352

PRICING
City of Indio: Public Lobby 100 Total *$31,266.30
City of Indio: Public Lobby 100
$360.00
BrightSign LS445
Low-Cost 4K Digital Signage Player1 $360.00
$577.50
Crestron Electronics RMC4
4-Series Control System1 $577.50
$0.00
OFE OFE-Interactive Kiosk
[OFE] - Owner Furnished Equipment - Owner Furnished
Interactive Kiosk Display
1 $0.00
$30,328.80
Planar LX55M-L2X2
Matrix Complete 2x2 Video Wall - 500-nit, 110 in Diagonal.

Includes (4+1 spare) LX55M-L Displays, EasyAxis Wall Mounts, Video Controller and Remote Power Supply Electronics,Power Redundancy Option,Trim Kit and 200 ft. Power and Video
Cables.Landscape Only Matrix Complete, 2x2
Video Wall - LX55
1 $30,328.80
City of Indio: Small Conference Room 127 and Break Out 238, Typical $293.78
Chief MSM1U
Medium Flat Panel Swivel Table Stand Without Interface, Black2 $146.89 $2,656.50
Crestron Electronics AM-3200-WF
AirMedia Receiver 3200 with WiFi Network Connectivity2 $1,328.25 $753.90
Crestron Electronics TSS-770-T-B-S-LB KIT
7 in. Room Scheduling Touch Screen for Microsoft Teams
Software, Black Smooth, includes one TSW-770-LB-B-S light bar Break out 238 is excluded from the list- Not shown in TAA202 or Page 19 of the specification.
1 *$753.90
$89.25
Crestron Electronics TSW-770/1070-MUMK-B
Mullion Mount Kit for TSW-770 and TSW-1070 Series, Black1 $89.25 $8,687.70
Crestron Electronics UC-BX31-T
Flex Advanced Small Room Conference System with Jabra
PanaCast 50 Video Bar for Microsoft Teams Rooms
2 $4,343.85
$105.00

MAVD MAT-HDMI WP
Single gang HDMI wall plate with HDMI cable extended to the back of the TV.
2 $52.50
$2,073.58
Sony Professional FW55BZ40H
55" BRAVIA 4K Ultra HD HDR Professional Display2
*$1,036.79

Goods and services agreement between the City of Indio and Matrix Audio ... Page 184 of 352 City of Indio: Small Conference Room 127 and Break Out 238, Typical Total *$14,659.71 City of Indio: Medium Conference Room 132, 216, & Executive Conference Room 207, Typical Total
*$26,334.18
City of Indio: Medium Conference Room 132, 216, & Executive Conference Room 207, Typical
$440.67
Chief MSM1U
Medium Flat Panel Swivel Table Stand Without Interface, Black3 $146.89 $3,984.75
Crestron Electronics AM-3200-WF
AirMedia Receiver 3200 with WiFi Network Connectivity3 $1,328.25 $2,261.70
Crestron Electronics TSS-770-T-B-S-LB KIT
7 in. Room Scheduling Touch Screen for Microsoft Teams
Software, Black Smooth, includes one TSW-770-LB-B-S light bar Break out 238 is excluded from the list- Not shown in TAA202 or Page 19 of the specification.
3 *$753.90
$267.75
Crestron Electronics TSW-770/1070-MUMK-B
Mullion Mount Kit for TSW-770 and TSW-1070 Series, Black3 $89.25 $13,031.55
Crestron Electronics UC-BX31-T
Flex Advanced Small Room Conference System with Jabra
PanaCast 50 Video Bar for Microsoft Teams Rooms
3 $4,343.85
$157.50

MAVD MAT-HDMI WP
Single gang HDMI wall plate with HDMI cable extended to the back of the TV.
3 $52.50
$294.00
MAVD MAT-MISC1
Misc. Item: 3.5 mm connection for Assistive Listening System3 $98.00 $5,896.26
Sony Professional FW65BZ40H
65" BRAVIA 4K Ultra HD HDR Professional Display3 *$1,965.42 City of Indio: Large Conference Room 113, 203, and HR 240, Typical $2,088.12
Biamp Systems DX-IC6-W

6.5 High Efficiency Coaxial In-Ceiling Loudspeaker w/ HF compression driver. 8 Ohm or 70V/100V operation, white
(priced individually, but sold in pairs)
12 $174.01
$743.04
Chief XSM1U
Flat wall mount for 55" - 90" flat panel display or equal3 $247.68 $3,984.75
Crestron Electronics AM-3200-WF
AirMedia Receiver 3200 with WiFi Network Connectivity3 $1,328.25 $13,860.00
Crestron Electronics DMPS3-4K-250-C
3-Series 4K Digitalmedia Presentation System 2503 $4,620.00 $3,136.65
Crestron Electronics DM-RMC-4KZ-SCALER-C
DigitalMedia 8G+ 4K60 4:4:4 HDR Receiver and Room
Controller with Scaler
3 *$1,045.55
$1,762.56
Crestron Electronics DM-TX-4KZ-100-C-1G-B-T
DigitalMedia 8G+ 4K60 4:4:4 HDR Wall Plate Transmitter, Black3 *$587.52 $3,468.15
Crestron Electronics TS-770-B-S
7 in. Tabletop Touch Screen, Black Smooth3 *$1,156.05
$3,015.60
Crestron Electronics TSS-770-T-B-S-LB KIT
7 in. Room Scheduling Touch Screen for Microsoft Teams
Software, Black Smooth, includes one TSW-770-LB-B-S light bar Break out 238 is excluded from the list- Not shown in TAA202 or Page 19 of the specification.
4 *$753.90
$357.00
Crestron Electronics TSW-770/1070-MUMK-B
Mullion Mount Kit for TSW-770 and TSW-1070 Series, Black4 $89.25

Goods and services agreement between the City of Indio and Matrix Audio ... Page 185 of 352 City of Indio: Large Conference Room 113, 203, and HR 240, Typical Total *$101,441.94 City of Indio: City Manager's Office 209 Total *$7,885.14 $294.00
MAVD MAT-MISC1
Misc. Item: 3.5 mm connection for Assistive Listening System3 $98.00 $1,980.00
Middle Atlantic PDX-920R-SP
NEXSYS 9 Outlet, 20 Amp Rackmount Power with Series Surge Protection
3 $660.00
$2,064.60
Middle Atlantic SRSR-4-12
SRSR Series Slide Out Rotating Rail System Rack - 12 RU3 $688.20 $178.20
Middle Atlantic U2
2SP rack shelf 14.75DP3 $59.40
$4,825.53
Netgear GSM4230PX-100NAS
24 Ports - Manageable - 3 Layer Supported - Modular - 480 W PoE Budget - Optical Fiber, Twisted Pair - PoE Ports - 1U High - Rack-mountable
3 $1,608.51
$945.00
OCC OCC-FTP64PLM-05
Category 6 cable consisting of 4 pairs, 23 AWG, Shielded with a low smoke PVC jacket. c(UL)us, CMP. Packaging: REEL - Blue 1500 $0.63
$0.00

OFE OFE-PC
[OFE] - Owner Furnished Equipment - Teams Rooms PC, Zoom Rooms PC and presentation PC
3 $0.00
$10,858.02
QSC CORE 110f-V2
Unified Core with 24 local audio I/O channels, 128x128 total network I/O channels with 8x8 Software-based Dante license included, USB AV bridging, dual LAN ports, POTS and VoIP telephony, no GPIO, 16 next-generation AEC processors, 1RU. 3 *$3,619.34
$19,296.78
Shure, Inc. MXA920W-S
Ceiling Array Microphone, Square, White, 24 inch6 $3,216.13 $7,055.97
Sony Professional FW75BZ40H
75" BRAVIA 4K Ultra HD HDR Professional Display3 *$2,351.99 $6,320.64
Vaddio 999-8210-000
AV Bridge System3 $2,106.88
$15,087.33
Vaddio 999-99600-100W
RoboSHOT 12E HDBT OneLINK HDMI System White3 *$5,029.11 $120.00
WEST PENN WIRE 25225BBK
16 AWG Plenum Unshielded Speaker Cable500 $0.24
City of Indio: City Manager's Office 209
$195.12
Chief LSM1U
Large Fusion® Micro-Adjustable Fixed Wall Display Mount1 $195.12 $1,328.25
Crestron Electronics AM-3200-WF
AirMedia Receiver 3200 with WiFi Network Connectivity1 $1,328.25 $4,343.85
Crestron Electronics UC-BX31-T
Flex Advanced Small Room Conference System with Jabra
PanaCast 50 Video Bar for Microsoft Teams Rooms
1 $4,343.85
$52.50

MAVD MAT-HDMI WP
Single gang HDMI wall plate with HDMI cable extended to the back of the TV.
1 $52.50
$1,965.42
Sony Professional FW65BZ40H
65" BRAVIA 4K Ultra HD HDR Professional Display1 *$1,965.42 City of Indio: Open Office (IT) 229
$195.12
Chief LSM1U
Large Fusion® Micro-Adjustable Fixed Wall Display Mount1 $195.12

Goods and services agreement between the City of Indio and Matrix Audio ... Page 186 of 352 City of Indio: Open Office (IT) 229 Total *$3,861.54
City of Indio: Staff Break Rooms 138 and 224, Typical Total *$3,582.28 $866.25
Crestron Electronics AM-3100-WF
AirMedia Series 3 Receiver 100 with Wi-Fi Connectivity1 $866.25 $724.50
Crestron Electronics MPC3-102-B
3-Series Media Presentation Controller 102, Black1 $724.50 $57.75
Crestron Electronics PWE-4803RU
PoE Injector1 $57.75
$52.50

MAVD MAT-HDMI WP
Single gang HDMI wall plate with HDMI cable extended to the back of the TV.
1 $52.50
$1,965.42
Sony Professional FW65BZ40H
65" BRAVIA 4K Ultra HD HDR Professional Display1 *$1,965.42 City of Indio: Staff Break Rooms 138 and 224, Typical
$293.78
Chief MSM1U
Medium Flat Panel Swivel Table Stand Without Interface, Black2 $146.89 $450.05
Liberty Wire & Cable 18-CMP-VID-COAX-BLK
Black Serial Digital RG6 Dual Shield 4.5 GHz Plenum Coaxial Cable
500 $0.90
$600.00

MAVD MAT-MISC
Misc. Item: Masking for the projection screen. Consists of 7-ply wood painted black and attached to the front frame of the screen.
1 $600.00
$2,073.58
Sony Professional FW55BZ40H
55" BRAVIA 4K Ultra HD HDR Professional Display2 *$1,036.79 $164.87
Televis 144282
Dinova Boss (144282) off-AIR Antenna1 *$164.87
City of Indio: Chambers Lobby 302
$1,218.07
Biamp Systems DX-IC6-W

6.5 High Efficiency Coaxial In-Ceiling Loudspeaker w/ HF compression driver. 8 Ohm or 70V/100V operation, white
(priced individually, but sold in pairs)
7 $174.01
$360.00
BrightSign LS445
Low-Cost 4K Digital Signage Player1 $360.00
$247.68
Chief XSM1U
Flat wall mount for 55" - 90" flat panel display or equal1 $247.68 $577.50
Crestron Electronics RMC4
4-Series Control System1 $577.50
$1,098.75
MAT-A.TS.IPAD10.2.IPORT.01
Touch screen kit. Includes:
(1) Apple iPad 10.2
(1) Crestron Go
(1) iPort base station
(1) iPort case for iPad
(1) eWaste
1 $1,098.75
$98.00
MAVD MAT-MISC1
Misc. Item: 3.5 mm connection for Assistive Listening System1 $98.00 $0.00
OFE OFE-Interactive Kiosk
[OFE] - Owner Furnished Equipment - Owner Furnished
Interactive Kiosk Display
1 $0.00
$12,003.60
Planar URP98
URP98-ERO-T 98" 4K (3840 x 2160) LCD Touch Screen Display1 *$12,003.60

Goods and services agreement between the City of Indio and Matrix Audio ... Page 187 of 352 City of Indio: Chambers Lobby 302 Total *$15,723.60
$120.00
WEST PENN WIRE 25225BBK
16 AWG Plenum Unshielded Speaker Cable500 $0.24
City of Indio: Council Chambers 308 and AV Room 307
$1,032.00
AV-Cables SDI - BNC Cable Belden 4855R Mini RG59
4K UHD Coax for 12G-SDI, 75 Ohm, Mini RG-59, 23 AWG Solid SC, Foil + 95% TC Braid, PVC Jkt, CMR
1000 $1.03
$295.85
Belden 4855RBUHD1-B50
Belden 4855RBUHD1 B50 Mini RG-59, 12GHz, UHD, BNC, 1-
Piece Connector, Violet
1 $295.85
$3,168.13
Biamp Systems AMP-8175R
8-Channel, 175W Diigtal Network Amplifier1 $3,168.13
$2,436.14
Biamp Systems DX-IC6-W

6.5 High Efficiency Coaxial In-Ceiling Loudspeaker w/ HF compression driver. 8 Ohm or 70V/100V operation, white
(priced individually, but sold in pairs)
Council Chambers
14 $174.01
$456.00
Biamp Systems MASK6CT-BL

6.5'' Design two-way loudspeaker black, Clickmount system, 16 Ohm, 200 Watt, black (pair)
4 $114.00
$4,164.91
Blackmagic Design SWATEMTVSTC/K4K8
Powerful Ultra HD live production switcher similar to the non ISO HD model, however includes 8 x 12G-SDI inputs, 10 12G- SDI aux outputs for external recorders, 4 port 10G Ethernet switch and more
1 $4,164.91
$146.89
Chief MSM1U
Medium Flat Panel Swivel Table Stand Without Interface, Black1 $146.89 $2,799.36
Chief PNRUB
Large Flat Panel Swing Arm Wall Display Mount - 25 Inch Extension
4 $699.84
$495.36
Chief XSM1U
Flat wall mount for 55" - 90" flat panel display or equal2 $247.68 $1,328.25
Crestron Electronics AM-3200-WF
AirMedia Receiver 3200 with WiFi Network Connectivity1 $1,328.25 $3,742.20
Crestron Electronics C2N-CBD-P-B-T
Cameo Keypad, Standard Mount, Black Textured18 $207.90
$1,617.00
Crestron Electronics CP4N
4-Series Control System1 $1,617.00
$103.95
Crestron Electronics CRESTRON GO
iPad/iPhone mobile application. To be purchased by client with Apple iCloud account
1 $103.95
$318.15
Crestron Electronics DIN-CENCN-2-POE
Ethernet To Cresnet Bridge W/Poe1 $318.15
$1,646.40
Crestron Electronics DM-DA4-4K-C
1:4 4K HDMI to DM 8G+ & HDBaseT Splitter1 *$1,646.40
$1,155.00
Crestron Electronics DMF-CI-8
DigitalMedia Card Chassis for DM-NVX-C & DMCF, 8 Slots1 $1,155.00 $7,175.70
Crestron Electronics DM-NVX-360
DM NVX 4K60 4:4:4 HDR Network AV Encoder/Decoder
Council members
6 $1,195.95
$3,003.00
Crestron Electronics DM-NVX-D30
DigitalMedia 4K60 4:4:4 HDR Network AV Decoder4 $750.75

Goods and services agreement between the City of Indio and Matrix Audio ... Page 188 of 352 $758.56
Crestron Electronics DM-NVX-D30
DigitalMedia 4K60 4:4:4 HDR Network AV Decoder1 *$758.56 $3,321.15
Crestron Electronics DM-NVX-DIR-80
DM NVX Director Virtual Switching Appliance for 80 Endpoints1 $3,321.15 $15,015.00
Crestron Electronics DM-NVX-E30
DigitalMedia 4K60 4:4:4 HDR Network AV Encoder
Encoders for the dais and staff table.
20 $750.75
$2,079.00
Crestron Electronics DM-RMC-4KZ-SCALER-C
DigitalMedia 8G+ 4K60 4:4:4 HDR Receiver and Room
Controller with Scaler
Confidence monitors
2 $1,039.50
$115.50
Crestron Electronics PWE-4803RU
PoE Injector2 $57.75
$87.15
Crestron Electronics ST-RMK
Rack Mount Kit for 1RU Half-Width Devices1 $87.15
$1,715.70
Crestron Electronics TS-1070-B-S

10.1 in. Tabletop Touch Screen, Black Smooth1 *$1,715.70 $1,715.70
Crestron Electronics TS-1070-W-S

10.1 in. Tabletop Touch Screen, White Smooth1 *$1,715.70 $1,156.05
Crestron Electronics TS-770-B-S
7 in. Tabletop Touch Screen, Black Smooth1 *$1,156.05
$1,770.30
Crestron Electronics TSS-1070-B-S-LB KIT

10.1" Room Scheduling Touch Screen, Black Smooth, Includes One TSW-1070-LB-B-S Light Bar
2 *$885.15
$178.50
Crestron Electronics TSW-770/1070-MUMK-B
Mullion Mount Kit for TSW-770 and TSW-1070 Series, Black2 $89.25 $492.02
Extron 60-1471-12
USB Extender Plus T - Twisted Pair Extender for USB Peripherals1 $492.02 $492.00
Extron 60-1471-13
USB Extender Plus R - Twisted Pair Extender for USB Peripherals1 $492.00 $2,970.00
Extron 60-1517-12
AXI 22 AT D - 2 Input, 2 Output Dante Audio Interface - Decorator-Style Wallplate, Black
Floor Box connections
5 $594.00
$842.40
Extron 60-1628-11
AXI 44 AT - 4 In, 4 Out Dante Audio Interface w/ DDM & AES671 *$842.40 $1,353.00
Extron 60-1739-01
HDP 101 4K - HDMI Female to DisplayPort Female Converter6 $225.50 $104.40
Extron 60-190-10
RSU 126 - 1U 6" Deep Universal Rack Shelf Kit1 $104.40 $6,328.14
FSR T3-MJ+2BM-BLK
ATO - Mic Mount, 2 Button w/ Mute - Imp Noise Isolation - Black
19 $333.06
$2,103.84
Listen Technologies LS-55-216
Listen iDSP Prime Level III Stationary RF System (216 MHz)1 $2,103.84 $994.80
Marshall Electronics V-702W
Dual 7" Rackmount Monitor with HDMI and 3G-SDI and Inputs1 *$994.80 $7,934.73
Marshall Electronics V-MD241
24'', 1920x1080 Resolution Desktop Monitor With Modular Inputs And Network Control
3 *$2,644.91
$2,061.60
Marshall Electronics VMV-402-3GSH
4-Input 3G SDI Switcher With Quad Mode And Ethernet Control2 $1,030.80 $111.60
Marshall Electronics V-ST15
Optional Desktop Stand3 $37.20

Goods and services agreement between the City of Indio and Matrix Audio ... Page 189 of 352 $0.00
Matrix AV MAT-PC
[OFE] - Owner Furnished Equipment - City furnished PC for council members installed by AV Contractor.
6 $0.00
$98.00
MAVD MAT-MISC1
Misc. Item: 3.5 mm connection for Assistive Listening System1 $98.00 $1,455.66
Middle Atlantic WRK-44-32
44 RU WRK Series 24-1/4 Inch Wide Rack, 32 Inches Deep with rear door
1 $1,455.66
$3,150.00
OCC OCC-FTP64PLM-05
Category 6 cable consisting of 4 pairs, 23 AWG, Shielded with a low smoke PVC jacket. c(UL)us, CMP. Packaging: REEL - Blue 5000 $0.63
$328.80
Peerless-AV HPF650
Pull-Out Pivot Wall Mount for 32'' to 55'' Display TV2 $164.40 $3,619.34
QSC CORE 110f-V2
Unified Core with 24 local audio I/O channels, 128x128 total network I/O channels with 8x8 Software-based Dante license included, USB AV bridging, dual LAN ports, POTS and VoIP telephony, no GPIO, 16 next-generation AEC processors, 1RU. 1 *$3,619.34
$1,048.80
Shure ANI22-BLOCK
Audio Network Interface2 $524.40
$5,449.20
Shure MX415/C
microflex 15" cardioid gooseneck microphone19 $286.80
$2,289.60
Shure, Inc. ANI4IN-BLOCK
4 Channel Dante Mic/Line Audio Network Interface-In with Block connectivity and Logic functionality
4 *$572.40
$69.60
Shure, Inc. UA505
Antenna mounting bracket/bulkhead adapter2 $34.80
$694.83
Shure, Inc. UA8100
UHF Remote Antenna Extension Cable, BNC-BNC, RG213/U
Type, 100 feet
3 $231.61
$952.84
Shure, Inc. ULXD1=-G50
Digital Wireless Bodypack Transmitter with Miniature 4-Pin Connector
2 $476.42
$1,022.44
Shure, Inc. ULXD2/SM58=-G50
Handheld Transmitter with SM58 - Frequency Group G502 $511.22 $5,420.62
Shure, Inc. ULXD4Q=-G50
Quad Digital Wireless Receiver with Internal Power Supply, ½, Wave Antenna, Rack Mounting Hardware", Frequency G50
1 $5,420.62
$232.80
Shure, Inc. WL185MB/C-TQG
Lavalier microphone, black, cardioid, TQG connector2 $116.40 $827.72
Sony Professional BRCWMALLW
Wall mount bracket - White4 $206.93
$70,924.72
Sony Professional BRCX1000/WPW
Premium 4K30P PTZ Camera with 12x Optical Zoom and
Uncompromising Broadcast Picture Quality - White
8 $8,865.59
$1,574.38
Sony Professional FW43BZ35J
43" BRAVIA 4K HDR Professional Display2 *$787.19
$1,036.79
Sony Professional FW55BZ40H
55" BRAVIA 4K Ultra HD HDR Professional Display1 *$1,036.79 $7,861.68
Sony Professional FW65BZ40H
65" BRAVIA 4K Ultra HD HDR Professional Display4 *$1,965.42 $6,720.24
Sony Professional FW-85BZ40H
85" BRAVIA 4K Ultra HD HDR Professional Display2 *$3,360.12

Goods and services agreement between the City of Indio and Matrix Audio ... Page 190 of 352 City of Indio: Council Chambers 308 and AV Room 307 Total *$211,169.03 $2,867.93
Sony Professional RMIP500
Remote controller for PTZ (Pan Tilt/Zoom) camera1 $2,867.93 $404.88
Vaddio 998-6000-004
Single 1/2 Rack Mounting Kit4 $101.22
$1,480.40
Vaddio 999-2225-016
IN-Wall Enclosure for Sony BRC-300, BRC-H900, BRC-H700, BRC-Z700, Pana AW-HE130, Canon XU-80
4 $370.10
$2,106.88
Vaddio 999-8210-000
AV Bridge System1 $2,106.88
$480.00
WEST PENN WIRE 25225BBK
16 AWG Plenum Unshielded Speaker Cable2000 $0.24
$265.45
Yamaha Pro Audio HS7
Yamaha Powered Studio Monitors - Bi-Amped 2-Way Bassreflex Studio Monitor Speaker, 95 Watt (pc)
1 $265.45
City of Indio: Ante-Chamber Meeting Room 310
$696.04
Biamp Systems DX-IC6-W

6.5 High Efficiency Coaxial In-Ceiling Loudspeaker w/ HF compression driver. 8 Ohm or 70V/100V operation, white
(priced individually, but sold in pairs)
Council Chambers
4 $174.01
$247.68
Chief XSM1U
Flat wall mount for 55" - 90" flat panel display or equal1 $247.68 $1,328.25
Crestron Electronics AM-3200-WF
AirMedia Receiver 3200 with WiFi Network Connectivity1 $1,328.25 $758.56
Crestron Electronics DM-NVX-D30
DigitalMedia 4K60 4:4:4 HDR Network AV Decoder1 *$758.56 $1,501.50
Crestron Electronics DM-NVX-E30
DigitalMedia 4K60 4:4:4 HDR Network AV Encoder
Encoders for the dais and staff table.
2 $750.75
$57.75
Crestron Electronics PWE-4803RU
PoE Injector1 $57.75
$1,715.70
Crestron Electronics TS-1070-B-S

10.1 in. Tabletop Touch Screen, Black Smooth1 *$1,715.70 $753.90
Crestron Electronics TSS-770-T-B-S-LB KIT
7 in. Room Scheduling Touch Screen for Microsoft Teams
Software, Black Smooth, includes one TSW-770-LB-B-S light bar Break out 238 is excluded from the list- Not shown in TAA202 or Page 19 of the specification.
1 *$753.90
$89.25
Crestron Electronics TSW-770/1070-MUMK-B
Mullion Mount Kit for TSW-770 and TSW-1070 Series, Black1 $89.25 $492.02
Extron 60-1471-12
USB Extender Plus T - Twisted Pair Extender for USB Peripherals1 $492.02 $492.00
Extron 60-1471-13
USB Extender Plus R - Twisted Pair Extender for USB Peripherals1 $492.00 $414.00
Extron 60-1753-01
AXI 02 AT - Two Output Dante Audio Interface1 $414.00
$196.00
MAVD MAT-MISC1
Misc. Item: 3.5 mm connection for Assistive Listening System2 $98.00 $660.00
Middle Atlantic PDX-920R-SP
NEXSYS 9 Outlet, 20 Amp Rackmount Power with Series Surge Protection
1 $660.00

Goods and services agreement between the City of Indio and Matrix Audio ... Page 191 of 352 City of Indio: Ante-Chamber Meeting Room 310 Total *$33,493.67 $688.20
Middle Atlantic SRSR-4-12
SRSR Series Slide Out Rotating Rail System Rack - 12 RU1 $688.20 $59.40
Middle Atlantic U2
2SP rack shelf 14.75DP1 $59.40
$315.00
OCC OCC-FTP64PLM-05
Category 6 cable consisting of 4 pairs, 23 AWG, Shielded with a low smoke PVC jacket. c(UL)us, CMP. Packaging: REEL - Blue 500 $0.63
$0.00

OFE OFE-PC
[OFE] - Owner Furnished Equipment - Teams Rooms PC, Zoom Rooms PC and presentation PC
1 $0.00
$6,432.26
Shure, Inc. MXA920W-S
Ceiling Array Microphone, Square, White, 24 inch2 $3,216.13 $8,865.59
Sony Professional BRCX1000/WPW
Premium 4K30P PTZ Camera with 12x Optical Zoom and
Uncompromising Broadcast Picture Quality - White
1 $8,865.59
$3,360.12
Sony Professional FW-85BZ40H
85" BRAVIA 4K Ultra HD HDR Professional Display1 *$3,360.12 $370.10
Vaddio 999-2225-016
IN-Wall Enclosure for Sony BRC-300, BRC-H900, BRC-H700, BRC-Z700, Pana AW-HE130, Canon XU-80
1 $370.10
$2,106.88
Vaddio 999-8210-000
AV Bridge System1 $2,106.88
$1,857.47
Vaddio 999-9530-000
OneLINK HDMI Extension for Sony and Panasonic HE-Series Cameras
1 $1,857.47
$36.00
WEST PENN WIRE 25225BBK
16 AWG Plenum Unshielded Speaker Cable150 $0.24
* Subtotals do not include Tax, Shipping and Misc. charges. Refer to project summary

Goods and services agreement between the City of Indio and Matrix Audio ... Page 192 of 352 Date
City of Indio
Date
Matrix Audio Visual Designs, Inc.Client: Contractor:

CSLB #: 765990
City of Indio
Name:

Hovik Mirzakhanian
Name:
$449,417.39
Project Summary
$17,952.84
$56,392.10
$237.00
$6,732.00
$251,100.86
Equipment:

Miscellaneous:

Sales Tax:

Electronic Waste Fee:

Shipping:

Labor:

Bond (Performance Bond):
$16,508.23
Sales tax is calculated based on the current sales tax and it is subject to change $798,340.42Grand Total:

Payment Schedule Amount
Inital Deposit $359,253.19
Progress Payment - 50% progress $199,585.11
Progress Payment - 80% progress $199,585.11
Final Payment $39,917.01
Optional Service Level Agreements Amount
MAVD MAT-SLA.SILVER
Silver SLA - Includes quarterly maintenance, cleaning, projector filter cleaning, checking all wires and connectors are snug, confirmation of system operation, performing major firmware updates, Minor repairs. See our extended service level agreement detail. Period of performance: One Year.
1 $16,508.00
MAVD MAT-SLA.GOLD
Gold SLA - Includes all the benefits of the Silver SLA with the added benefit of covering labor should a failure occur - Parts will be invoiced at current price levels.

Period of performance: One Year.
1 $39,620.00
MAVD MAT-SLA.PLATINUM
Platinum SLA - Includes all the benefits of the Silver and Gold SLA with the added benefit of replacing parts and labor should a failure occur. Period of performance: One Year.
1 $79,239.00

Goods and services agreement between the City of Indio and Matrix Audio ... Page 193 of 352 Bid Bond

Goods and services agreement between the City of Indio and Matrix Audio ... Page 194 of 352 Bid Bond
CONTRACTOR:
j\fat.rix .Audio Visual Designs, Inc
2525 \Y/. Burbank Blvd
Burbank, CA 91505
OWNER:

City of Indio
100 Civic Center Mall
Indio, CA 92201
BOND AMOUNT: 10% of Bid
PROJECT:

SURETY:

United Casualty & Surety Insurance Company
303 Congress Street, Suite 502
Boston lvU 02210
This document has important legal
consequences. Consultation with
an attorney is encouraged with
respect to its completion or
modification.

J\.udio-Visual Equipment and Installation For New City of Indio City Hall Any singular reference to
Contractor, Surety, Owner or
other party shall be considered
plural where applicable.

Project Number, if any:

The Contractor and Surety are bound to the Owner in the amount set forth above, for the payment of which the Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, as provided herein. The conditions of this Bond are such that if the Owner accepts the bid of the Contractor within the time specified in the bid documents, or within such time period as may be agreed to by the Owner and Contractor, and the Contractor either (1) enters into a contract with the Owner in accordance with the terms of such bid, and gives such bond or bonds as may be specified in the bidding or Contract Documents, with a surety admitted in the jurisdiction of the Project and otherwise acceptable to the Owner, for the faithful performance of such Contract and for tl1e prompt payment of labor and material furnished in the prosecution thereof; or (2) pays to the Owner the difference, not to exceed the amount of this Bond, between the amount specified in said bid and such larger amount for which the Owner may in good faith contract with another party to perform the work covered by said bid, then this obligation shall be null and void, otl1erwise to remain in full force and effect. The Surety hereby waives any notice of an agreement between the Owner and Contractor to extend the time in which the Owner may accept the bid. \v'aiver of notice by the Surety shall not apply to any extension exceeding sixty (60) days in the aggregate beyond the time for acceptance of bids specified in the bid documents, and the Owner and Contractor shall obtain the Surety's consent for an extension beyond sixty (60) days.

If this Bond is issued in connection with a subcontractor's bid to a Contractor, tl1e term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor.

When this Bond has been furnished to comply with a statutory or other legal requirement in the location of the Project, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted here from and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond.

Signed and sealed August 2, 2024
(Witness)
lvfatrix s·\udio Visual Designs, Inc
(Pn"ncipal)
(fitle)
United Casualty & Surety Insurance Companv
(Sure
(Seal)
(Witness) Shaun Sullivan
�
By arrangement with the American Institute of Architects, the National Assocl�ti?�---_of :farety:,Bond ___ :

Producers (NASBP) (www.nasbp.org) makes this fonn document available to its me9:1lf�;-!l_f'.filiates, �ud· associates in Microsoft Word format for use in the regular course of surety business. NA�BE·vouchef tl}at the original text of this document conforms exactly to the text in AIA Document A310-2019,-B1d-Bot?d. -· Subsequent modifications may be made to the original text of this document by users, so careful review of its wording and consultation with an attorney are encouraged before its completion, execution or acceptance. 1 President

Goods and services agreement between the City of Indio and Matrix Audio ... Page 195 of 352

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validitv of that document.

State of Ohio
HamiltonCounty of
o. 6lx/Uo.l berore me, Jessica M. Doll, Notary Public
(insert name and title of the officer)
personally appeared \-z
whoprovedtomeon@evidenceto-betheperson(s)whosename(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certiff under PENALTY OF PERJURY under the laws of the State of Ohio paragraph is true and correct.
that the foregoing
WITNESS my hand and official seal. JESSICA M. DOLL
Notary Public, State of Ohio
My Commission Expires:

April 15,2028
Signature
)

Goods and services agreement between the City of Indio and Matrix Audio ... Page 196 of 352 UNITEB TASUAI.TY AIJD SURETY INSURANCE ESMPANY
US Casrifflty and SuretY lnsurance Company
United Surety lnsurance ConrPanY
POWER OF ATTORNIY Agency No; 171386
(NOW Ar-L MEN By IHEST. PRESEN't S: That united casualty and surety insuranre company, a corporation of the state of Nebraska' and us casualty and surety lnsurance ccnrpany and united surety Ins,rrance cofipany, assumcd names of united Casualty aad Surety insurance cnmpany {cr:llectively, the companies}, do by these presents make, constitute and aPPoint:

Anthony Balzano, Deborah Roth, JoAnn Smith, Cynthia S. Richter its true and lawrul Attorney(sl-in-Fact, each in their separate capircity if more than one is named above, with full power and authcritY hereby conferred in its name, place anc stead, to execute, acknowledge and deliver any and atl bonds, recognizances, undertakirEs or cth€r instruments or contracts of suretYship to in'lude riders, amendments, and 6o6senls uf surety, prouiding the bond Fenalty dses not exceed ThreeMi[iQn Five Hundf 1J3.400.00p.0-q* l. I his power of Attorney shall expire without further action on December 31't, 2024.

This power of Attorney is granted under and by authority ol the following resolutions n{iopterl by rhe Board of Directors of the companies at a meetin8 duly called and held on the l't daY of JulY, 1993:
ils ncts lo execute and acknowledgc for a nd on its behalf as Surety any a nd 3ll bonrl5, recoBrizanc€s, contracls ol indemnitY, rcaiYers of citrtion and all other writirgs obligatoryinthenaturethereof,withpowertoattochtheretothesealolthecompany..AnysuchwritingssoexecutedbysuchAttorneYs-in-lactshallbebinding ,poi ,h".co.p"ny rs il ihey had been dulV executed and ackrowledged by thB regslarly elected Ofricers oi the Company in their own proper Pemons' That the signature of any officer authorired by Re5olutions of this Board af,d the Compafly seil may be alfixed by lacsimile to any powsr of attorney or speciai power of whcn so used bei0B heretly adopted by the Company a5 the original sigoatu.e of such officer and the original seal oi the Company. tq be valid and binding upon ths Company with the same force and effect tss though manually affixed- lN WITNISS WHEREOT, ihe Companies have caused this instrument to be signcd and their corporate seals to be hereunto affixed, this 1st dav of Julv, 2022 UNITEO CASUALfi ANO SUftEfi INSUHANCE COMPANY
U$ Casualty and S$rety ,n$urance Cornpany
United 5urety lnsurance ComPanY
M*: ?*-['-
Michael T. Porsch, Treasurer
..'$!i!il;%
1*:.,'"o**," '.'i i
i.i" sEAL.h'j
%;,;,$
"..gi#i;rat.
=.'!r,,' eodqk i7, i
i.1;lur$
Corporate Seals
Commonwealth of Massachusetts
County of Middlesex J5:

On this 1st day of July, 2022 , before me, Coileen A. Cochrane, a notary public, personally appeared, Michaei T. Porsch, Treasurer of United Casualty and Surety Insurance Company, US Casually and Surety lnsurance Company and United SureiY lflsurance Company, who proved to me on the basis of satisfactory evidence to be the person whcse name is subscribed to the within instrument and acknowledged to me that he execuled the same in his authorized capacity, and that by his signature on the instrument the person(s), or the enlity on behalf of which the person(s) acted, executed the instrument' I certify under pENAi-Ty OF pERiURy under the laws ofthe Commonwealth of Massachusetts that the foregoing paragraph is true and correct.

W|TNESS my hand and seal.
(Seal)
Public Expires: 10/2712028
l, Robert F. Thomas, President of UniteC Casualty and lnsurance company, us casualty and Surety lnsurance company and united surety lnsurance company :fi::Jil.:XilH't"#;;J;;;;;';;;;'t;ilanicorrectcopy oia?awerorAttoiney,executedbvsaidcompanies,whichisstillinrullrorceanderrect; furthermore, the resclutioirs of the Board of Directors, set out in the Power of Attofney are in full force and effect. 2nd day of August 2024---!-
ln Witness Whereoi t i,iue harr.f,to:it m-y hand anriaffixed the seals of said Companies at Newton, Massachusetts this ',. :1. Robert F. Thomas, President
c0Llttl,{A, coeHRAt{E
Notary Publit, Conmonwealllr of Massaclusetts
f,{y Commission Expires 1012?/2028
C0rporate Seals
To cGllF!BM j\uTH6NTtclyy fir ?Hts Bohlr) sR uocuMgiIT gf.tAltr coNrl*Msoltlo@UNlTrDCASUAI-T?'coM ,, ". t..
..: '-.:' ), ,
.r,,,.'. .
', ,:

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Client References

Goods and services agreement between the City of Indio and Matrix Audio ... Page 198 of 352

Goods and services agreement between the City of Indio and Matrix Audio ...Page 199 of 352

UNITED STATES MARINE CORPS

TACTICAL TRAINING AND EXERCISE CONTROL GROUP

MARINE AIR GROUND TASK FORCE TRAINING COMMAND

MARINE CORPS AIR GROUND COMBAT CENTER
BOX 788200
TWENTYNINE PALMS, CALIFORNIA 92278-8200

IN REPLY REPER TO,
1000
TTECG
13 May 13
From: Captain Julie E. Aho, Logistics Officer, Tactical Training and Exercise Control Group
To: Matrix Audio Visual Designs
Subj: LETTER OF RECOMMENDATION

1. Thank you very much for the outstanding audio-visual upgrades you provided to Tactical Training and Exercise Control Group at Marine Corps Air Ground Combat Center in Twentynine Palms, California. From the moment Matrix AV stepped foot in our building, it was obvious that you were by far the most qualified experts to take on the audio-visual upgrades needed to support our mission of training Marines. Your dedicated staff was extremely professional and provided us with outstanding technical support. We especially appreciate your flexibility in scheduling the installation. Your professional expertise ensured we put the best equipment in our auditorium, conference rooms, and classrooms. I have no doubt the equipment will last for years to come. We especially appreciate the level of detail you put into the auditorium lectern with custom Eagle, Globe, and Anchor - the design is awesome - we are extremely pleased with the end product.

2. Your installation by far exceeded our expectations. Everything you provided us was of superior quality. The SIPR (classified) and NIPR (unclassified) video teleconferencing systems will give us and the Marines we train the ability to interact with Marines stationed overseas - ensuring that Marines are getting the best level of training and information available prior to deployments around the world.

3. Your approach to design was both simple and flawless. I appreciate you seamlessly integrating your technologies with the often complicated rules and regulations imposed on government organizations.

4. Thank you so much for your services. You have my highest recommendation to other military and government organizations seeking audio-visual upgrades.

5. The point of contact for this matter is Captain Julie E. Aho at (760)

83.0-8402 or email [email protected].

Goods and services agreement between the City of Indio and Matrix Audio ... Page 200 of 352 T e c h n o l o g y . S e r v i c e . S o l u t i o n s Printed on 5/18/2012 1:42 PM
Matrix Audio Visual Designs, Inc.
2525 W. Burbank Blvd.

Burbank, CA 91505
What our clients say about us
From: Dothage, Orv (AS) [[email protected]]
Sent: Tuesday, November 02, 2010 11:42 AM
To: Hovik Mirzakhanian
Cc: Nelson, Rhonda J (AS); Vastine, Vint R (AS); Hutchinson, Timothy D (AS); Krause, Bill (AS)
Subject: Matrix Audio Visual Designs, Inc.

Hovik,
I would like to express our thanks to your entire team for the work you performed at our Palmdale facility in our auditorium.

You and your staff displayed exceptional professionalism throughout the entire performance period.

You and your staff communicated regularly with us making sure all of our expectations were met.

The quality of your work showed in how the conference room functions…making all of the audio and visual components work smoothly together. The sound in there now is what we expected to have when the original equipment was installed.

Your rapid understanding of the issues from the previous contractor were key in coming up with the solutions which resulted in a design solution that could be procured and installed to meet our scheduled requirements.

Again I want to thank you and your team for a job well done.

Thanks,

Orv
Orville L. Dothage III
Manager, APTC & Process Integration
Aerospace Systems
Northrop Grumman
Desk (661) 266-5750
Cell (661) 810-4294
E-mail [email protected]
This email message and any attachments are for the sole use of the intended recipients and may contain proprietary and/or confidential info
rmation which may be privileged or otherwise protected from disclosure. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipients, please contact the sender by reply email and destroy the original message and any copies of t
he message as well as any attachments to the original message.

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Matrix Audio Visual Designs, Inc.
2525 W. Burbank Blvd.

Burbank, CA 91505
To:  Standridge, Jeanette (GE Aviation, Non‐GE)
Subject:  RE: Job Status
From: Standridge, Jeanette (GE Aviation, Non-GE) [mailto:[email protected]] Sent: Wednesday, October 06, 2010 11:32 AM
To: Hovik Mirzakhanian
Subject: RE: Job Status
Hi Hovik,
I had to check with my GE manager and per GE Policy, Letters of Recommendation are not sent to vendors / suppliers. I did want to personally thank you and your team for an outstanding job. I appreciate all of the hard work it took to get the VTC system up and running.

Jeanette Standridge
CBTS - Telecom and IT Admin
GE Hitachi Nuclear Energy
1989 Little Orchard St.

San Jose, CA 95125
T 408 925 6200
F 910 341 2669
E [email protected]
From:  Bellevue, Gene (AS) [[email protected]]
Sent:  Thursday, January 12, 2012 11:27 AM
To:  [email protected]
Subject:  Lightning II Theater B
Hovik,
My thanks to you and your team for working the projector issue in Theater B and keeping the room operational while the projector was being repaired.

Mick Porter and our other F‐35 Program custo mers were extremely pleased with the service you provided.

Gene Bellevue
Event Support
Northrop Grumman | Aerospace Systems
One Hornet Way KD60/W7
El Segundo CA 90245
>> 310-332-6949 | c: 310-466-5062 | f: 310-332-7331

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Matrix Audio Visual Designs, Inc.
2525 W. Burbank Blvd.

Burbank, CA 91505
From:  Oken, Rich [[email protected]]
Sent:  Friday, May 18, 2012 12:31 PM
To:  Hovik Mirzakhanian
Subject:  Letter of Recommendation
To Whom It May Concern,
I have worked with Hovik and Matrix Audio Visual for well over 6 years now. They have worked on multiple project for us including creating and refurbishing our ceiling carpet light in our lobby, creation of LED displays for our Terrell art light boxes on each of our guest floors, repair of the Terrell light wash in our main lobby, and creation of our hotel automated touch panel light system for the entire hotel.

I have always found Hovik and his team extremely professional, courteous, and dependable. We have encountered some emergency lighting situations over the years and they have always responded in an expeditious manner to assist us. As well, they have been great at following up to ensure their product has proven to be efficient.

I would highly recommend Hovik and the Matrix team.

Rich Oken
Hotel Manager
Mondrian

RICH OKEN

HOTEL MANAGER

MONDRIAN
8440 SUNSET BLVD WEST HOLLYWOOD CA 90069
PHONE +1 323 848 6003 FAX: +1 323 654 4932
HTTP://WWW.MORGANSHOTELGROUP.COM

CONNECT W
ITH US
HTTP://WWW.TWITTER.COM/MORGANSHOTELS
HTTP://WWW.FACEBOOK.COM/MORGANSHOTELGROUP
HTTP://MORGANS-HOTELS.TUMBLR.COM
BOSTON: AMES,
NEW YORK: HUDSON • MONDRIAN • MORGANS • ROYALTON
SOUTH BEACH: DELANO • MONDRIAN • SHORE CLUB
LOS ANGELES: MONDRIAN, SAN FRANCISCO: CLIFT
LONDON: ST MARTINS LANE • SANDERSON
COMING SOON:

MONDRIAN IN DOHA, QATAR • LONDON, UK • BAHA MAR, THE BAHAMAS

PLEASE NOTE OUR NEW EMAIL ADDRESS
This message contains confidential information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this e-mail. Please notify the sender immediately by e-mail if you have received this e-mail by mistake and delete this e-mail from your system. If you are not the intended recipient you are notified that disclosing ,
copy
ing, distributing or taking any action in reliance on the contents of this information is strictly prohibited.

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Matrix Audio Visual Designs, Inc.
2525 W. Burbank Blvd.

Burbank, CA 91505
From:   Krumwiede, Troy [[email protected]]
Sent:  Thursday, June 10, 2010 10:38 AM
To:  Hovik Mirzakhanian
Cc:  Armen Aghazaryan; Romeo Berdijo; Shawn Peterson
Subject:  Board Chamber's Mute Button
Hovik,
I would like to thank you for the outstanding work that was completed on the Board of Supervisor's Mute Button project. Armen did a fantastic job installing the new buttons and they look great. The crestron code was flawless and Romy spent some extra time making sure everything was operational. Both were a pleasure to talk with and were very professional.

I am very pleased with this project and look forward to working with you in the future.

Troy A. Krumwiede
County of San Bernardino
Multimedia Services
* (909) 387-4807 *
From: Jennifer Barcenas <[email protected]>
Sent: Thursday, January 14, 2016 7:17 PM
To: '
Armen Aghazaryan' ([email protected]); 'Tadeh Abelian'; Michael Matavousian
Cc: [email protected]; 'Alina Mirzakhanian'; Anthony Sarinana Subject: Thank YOU
Good evening Team Matrix AV,
I know I am missing two more on your team in this email and so I ask that you please relay my message to them.

I would like to personally thank each and every one of you for your professionalism during the course of our Council Chambers project.

I am sure the rest of our team would agree in that every interaction that we had with each and every one of you was met with a friendly courteous response which we sincerely appreciate.

I have been in the IT field for a number of years and have had the opportunity to work in a number of projects and a number of vendors.

I must say you have all set the bar for me now when it comes to my expectations of what customer service should look like.

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Matrix Audio Visual Designs, Inc.
2525 W. Burbank Blvd.

Burbank, CA 91505
The overall feedback from our City management has been positive and everyone has been generally impressed by the outcome of the project.

I share the accolades with you all and wanted to share that feedback with you.

I wish Matrix AV much continued success and know you will have it given our experience with you on this project.

I look forward to future work opportunities with your company.

Thank YOU!
Jennifer
Jennifer Barcenas
IT Support Supervisor | Information Technology Department City of Fontana |  (909) 350-6788
IT Support: [email protected] |  (909) 350-6698
From:  Krause, Bill (AS) <[email protected]>
Sent:  Tuesday, February 23, 2016 7:23 AM
To:  [email protected]
Cc:  Bellevue, Gene (AS); Swann, Jeff (AS)
Subject:  RE: EXT :RE: Palmdale Auditorium Crestron down Hovik,
Just passing along a “BIG Thanks” to you and your Team.  We always appreciate your teams expertise and especially your response time, you guys are Awesome!   We have high profile meetings scheduled this week and you got us up and running ready to meet the demands of a full schedule! Can’t Thank You enough!
Bill Krause
Marketing Communications
Business Services
Palmdale Aircraft Integration Center
Northrop Grumman | Aerospace Systems
3520 East Avenue M, M/S KE10/4B
Palmdale, CA 93550
Desk 661-266-5293 Cell 661-816-3647

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Certifications

Goods and services agreement between the City of Indio and Matrix Audio ... Page 206 of 352 This is to certify that
Narbeh Ohan
has completed
Q-SYS Architect (Webinar)
effective on March 28, 2024
And is deemed qualified and entitled by QSC, LLC
to all of the rights and benefits of such certification.

This certification does not expire.

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Certification
This certification is awarded to
Hovik Mirzakhanian
For successfully completing
Dante Certification Level 2
06/30/2017
Issued Date
This course is approved for either 2.0 CTS Renewal
Units or 2.0 CTS-D Renewal Units by the
Independent InfoComm Certification Committee.

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Hovik Mirzakhanian
Integrated Systems Certification Level 1
04/03/2020 04/03/2022
Powered by TCPDF (www.tcpdf.org)

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Goods and services agreement between the City of Indio and Matrix Audio ... Page 210 of 352 Issued on: 23 DEC 2023 | Expires on: 31 DEC 2026 | Issued by: AVIXA Verify: https://www.credly.com/go/Ha62g9ek
Certified Technology Specialist

ISSUED TO
Radnik Krikor

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Goods and services agreement between the City of Indio and Matrix Audio ...Page 215 of 352 •
• .. • tl • •
•
This Certifies That
HOVIK MIRZAKHANIAN •
Has Successfully Completed
CLC-E "CRESTRON LIGHTING CONTROLS-EXPERT"
•
'1-2/-11
Date
,, • • • • •
I..

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g

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Goods and services agreement between the City of Indio and Matrix Audio ... Page 219 of 352 Page | 16

EXHIBIT “B”

COMPENSATION

Compensation for the Goods and Services shall not exceed seven hundred ninety-eight thousand three hundred forty and forty-two cents ($798,340.42).

Payment Schedule Amount
Inital Deposit $359,253.19
Progress Payment - 50% progress $199,585.11
Progress Payment - 80% progress $199,585.11
Final Payment $39,917.01

Goods and services agreement between the City of Indio and Matrix Audio ... Page 220 of 352 EXHIBIT “C”

SCHEDULE OF PERFORMANCE

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EXHIBIT “D”

INSURANCE
(A) INSURANCE REQUIREMENTS. Vendor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Vendor, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Vendor shall provide the following scope and limits of insurance:

1. MINIMUM SCOPE OF INSURANCE. Vendor shall maintain the following types and limits of insurance.

2. MINIMUM LIMITS OF INSURANCE.

GENERAL LIABILITY INSURANCE. Vendor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended.

Any endorsement restricting standard ISO “insured contract” language will not be accepted.

AUTOMOBILE LIABILITY INSURANCE. Vendor shall maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Vendor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Vendor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Vendor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

WORKERS’ COMPENSATION INSURANCE. Vendor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident or disease ). Vendor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers.

UMBRELLA OR EXCESS LIABILITY INSURANCE. [Optional depending on limits required] . As an option to meet the limits of insurance required by this Agreement, Vendor may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth

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above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop -down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.
(B) OTHER PROVISIONS. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. (C) OTHER REQUIREMENTS. Vendor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Vendor furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect c omplete, certified copies of all required insurance policies, at any time.

1. Upon request from the City, Vendor shall furnish certificates and endorsements from each subcontractor identical to those Vendor provides.

2. Any deductibles or self -insured reten tions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed o fficers, officials, employees and volunteers or the Vendor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Vendor’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.

4. Coverage provided by Vendor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance.

Any umbrella or excess insurance shall contain or be endorsed to

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contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

5. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Vendor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

6. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

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City Council
November 6, 2024

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Timothy Wassil, Public Works Director
Subject: Contract with Western Pump, Inc. in the amount of $94,974.23 for removal and replacement of the fuel pump at the City Corporate Yard.

RECOMMENDATION:

Approve a Contract with Western Pump, Inc. in the amount of $94,974.23 for the removal and replacement of the fuel pump at the City Corporate Yard and allowing the City Manager or his designee to negotiate substantive terms of the agreement including possible extensions thereto, but not including the price, and execute same, in a form as approved by the City Attorney.

SUMMARY:

The proposed removal and replacement of the fuel pump will involve the removal of the outdated fuel pumps and installation of new compliant fuel dispensing systems. The new infrastructure will enhance operational efficiency and ensure adherence to environmental regulations.

BACKGROUND INFORMATION:

The fuel pumps at the City of Indio Corporate Yard have been in service for over fourteen years.

Over time, these pumps have shown significant wear and tear, leading to frequent malfunctions and increased maintenance costs. The inefficiency of the current system has also resulted in operational delays, affecting the overall productivity of the Public Works Fleet Maintenance Division.

To address these issues, staff prepared specifications for a new Fuel Pump and solicited bids from various vendors. The following two (2) bids were received:

Bidder's Name Business Location Initial Quote
Western Pump, Inc. San Diego, CA $ 94,974.23
Jauregui Culver Escondido, CA $122,095.00

Public Works Fleet Maintenance Division staff examined the submissions and after careful and thorough review of the project requirements, staff determined that the lowest responsible bidder is Western Pump, Inc. The company is appropriately licensed and has the necessary qualifications to perform the work to fulfill the project specifications effectively. Staff recommends awarding the contract of will pump fuel the replacement Western removal The Inc. Pump, take to and approximately two (2) weeks. During this period, the Public Works Fleet Division Staff will ensure that all vehicles are fueled using fuel cards, maintaining operational continuity.

AGENDA ITEM #9.9
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FINANCIAL SUMMARY:

Current FY Financial
Impact:
$ 94,974.23 In current year budget: Yes
Current FY General
Fund Impact:
$0 Budget adjustment: No
Next FY Financial
Impact:
$0 Strategic Objective:

Source of funds: Vehicle Replacement Funds Fund-Org-Object Reference:
603-5550003

Additional Financial Details:

The total cost of $94,974.23 for the purchase and installation of the new Fuel Pump will be funded from the Vehicle Replacement Fund 603-555003 which has sufficient funds allocated for this expenditure.

ATTACHMENTS:

Attachment 1 - PW Agreement - Western Pump

APPROVAL(S):

Timothy Wassil, Public Works Director Approved - 28 Oct 2024 Jennifer A. Mizrahi, Assistant City Attorney Approved - 29 Oct 2024 Ruby D. Walla, Director of Finance Approved - 29 Oct 2024 Bryan H. Montgomery, City Manager Approved - 29 Oct 2024

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MINOR PUBLIC WORKS AGREEMENT
WITH WESTERN PUMP, INC.

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MINOR PUBLIC WORKS AGREEMENT

BY AND BETWEEN

THE CITY OF INDIO,

A CALIFORNIA MUNICIPAL CORPORATION
AND
WESTERN PUMP, INC.

A CALIFORNIA CORPORATION
Form Approved 12/12/2022

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MINOR PUBLIC WORKS AGREEMENT
BETWEEN THE CITY OF INDIO AND Western Pump, Inc.

Removal and Replacement of the Fuel Pump
PROJECT NO. PW-FL2500

This Contract is made this 6th day of November 2024, between the City of Indio, a municipal corporation organized and existing under the laws of the State of California (“City”) and Western Pump, Inc., a California Corporation ("Contractor"). For the purposes of this Agreement City and Contractor are sometimes hereinafter referred to as “Party” and hereinafter collectively referred to as the “Parties.” Contractor’s license number is 673853; Class C -61/D40. Contractor’s DIR registration number is 1000006997

RECITALS

A. City is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

B. City desires to engage Contractor for performance of the following public work improvement of the Removal and Replacement of the Fuel Pump Project No. PL-FL2500 (the "Project” or the “Work").

C. Contractor represents that it is a licensed contractor pursuant to section 7000 et seq. of the Business and Professions Code in the following classification (sC-61/D40 which it shall maintain for the duration of the Agreement.

D. Contractor further represents that it has examined and is fully familiar with all of the provisions of the Contract Documents; that it has satisfied itself as to the nature and location of all Work, the general and local conditions to be encountered in the performance of any Work, and all other matters which can in any way affect the Work or the cost thereof.

E. Contractor has submitted a proposal to C ity, incorporated herein by this reference, to perform all work and furnish the labor, supervision, materials and equipment, and operations necessary and required to complete the Project in strict accordance with the provisions of the Contract Documents, and at the prices stated.

F. The Parties desire to enter into this Agreement for the purpose of setting forth the terms and conditions upon which the Contractor shall complete the Project.

OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

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SECTION 1. SCOPE

A. Contractor shall furnish all necessary management, supervision, labor, materials, tools, supplies, equipment, plant, services, engineering, testing and/or any other act or thing required to diligently and fully perform and complete the Project in accordance with the Contract Documents, which is generally described as follows:

Removal and Replacement of the Fuel Pump at the City of Indio Corporate Yard

Without limiting the foregoing description, Contractor’s scope of work includes, but is not limited to, the following:

1. Submit any required samples, product data, certificates, operations and maintenance instructions, guarantees, and other submittals no later than fifteen (15) working days after the date City issues a Notice to Proceed and before the preconstruction meeting.

2. Submit a list of any permits and licenses the Contractor shall obtain indicating the agency granting the permit, the expected date to submit the application, and the required date for the receipt of the permit.

3. Protect all materials to be used in the Work in accordance with the specifications.

4. Protect existing facilities and personal property.

5. Attend a preconstruction conference with City to discuss schedule, access, sequence of work, and other issues.

6. If requested by City, prepare and submit a written daily activity report to City for each day on which work is performed, including weekends and holidays when worked, and submit reports to City no later than the next business day. The daily reports shall, at a minimum, include the following information: construction activities and locations, construction crew sizes of general and subcontractors, start or completion of activities, progress on construction activities (including units or portions of work completed), tests or inspections performed, deliveries of material or equipment, delays or potential delays, visitors to the site, weather conditions, construction equipment used, and personal injuries or damage to property.

7. The Contractor shall be responsible for unloading, hoisting and otherwise handling its own materials, supplies and equipment.

8. Coordinate with City-scheduled events.

9. The Contractor is responsible for researching and complying with all local codes, agencies and jurisdictions that regulate and govern the Work.

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10. Contractor shall set up, identify, coordinate, provide safe access, and obtain all inspections for its work, as required by any authorized agency or applicable code, prior to covering up work.

B. The following documents are incorporated into and made part of this Contract by this reference:

1. Insurance Requirements (Attachment A)

2. Designation Of Subcontractors Form

3. Public Works Contractor Registration Certification

4. Payment and Performance Bonds

5. Contractor’s Proposal/Schedule of Pay Items

6. Plan Sheets prepared by Rob Iorio and dated June 14, 2024

7. Technical Specifications prepared by Rob Iorio and dated June 14, 2024

8. Change orders issued in accordance with the Contract Documents

C. These documents shall be referred to collectively as the "Contract Documents." The Contract Documents are intended to be complementary, and a requirement in one document is as effective as if it appeared in all of the Contract Documents. In the event of a conflict between any of the Contract Documents, the documents shall be given effect in the following order: Change Orders (most recent first), Addenda (most recent first), Contract, Insurance Requirements, Technical Specifications, Plans, Standard Specifications, Contractor’s Proposal/Schedule of Pay Items.

D. Contractor shall comply with all requirements of the Contract Documents. Where there is a conflict between the requirements of the Contract Documents, the more stringent requirements shall govern.

SECTION 2. PRICE

A. City agrees to pay, and Contractor agrees to accept, the sum of NINETY-FOUR THOUSAND NINE HUNDRED SEVENTY-FOUR DOLLARS and 23/100 dollars ($94,974.23) subject to adjustments for changes in the work as may be directed in writing by City, as payment in full for the Work. Work to be done at unit prices will be paid based on actual quantities of work performed and accepted.

B. Contractor shall submit a payment application for the total work completed once each month and upon completion of the Project and satisfaction of all conditions of the Contract Documents. City shall make payment within thirty (30) days of receipt of an undisputed payment application, less five percent retention. City shall release the retained funds (less any amounts in dispute, deducted for liquidated damages or as required by law, or other offsets) no less than thirty-five (35) days after the date City accepts the Work. Pursuant to Public Contract Code section 22300, for monies earned by the Contractor and withheld by City to ensure the performance of the Contract, the

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Contractor may, at its option, choose to substitute securities meeting the requirements of Public Contract Code section 22300.

If any of the Work is to be paid based on unit prices, Contractor shall submit a monthly itemized estimate of Work done for the purpose of making progress payments. Contractor shall submit, with each of its payment requests, an adjusted list of actual quantities, verified by City, for unit price items listed, if any, in the Schedule of Pay Items.

Following City’s acceptance of the Work, the Contractor shall submit to City a written statement of the final quantities of unit price items for inclusion in the final payment request. City shall have the right to adjust any estimate of quantity and to subsequently correct any error made in any estimate for payment. City makes no representation that the actual quantities of work performed will not vary from the estimates.

C. Contractor agrees to furnish, as a condition of payment, payroll affidavits, receipts, vouchers, certified payroll reports, and other documents, in form satisfactory to City, prior to receipt of any payment. Contractor shall submit Conditional and Unconditional waivers and release of lien upon (as provided in Civil Code sections 8132, 8134, 8136 and 8138) on behalf of itself, subcontractors and suppliers that furnished labor, material, equipment or services to the Project.

D. In accordance with California Public Contract Code Section 22300, City will permit the substitution of securities for any monies withheld by City to ensure performance under the Contract. At the request and expense of the Contractor, securities equivalent to the amount withheld shall be deposited with City, or with a state or federally chartered bank in California as the escrow agent, and thereafter City shall then pay such monies to the Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to the Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term "satisfactory completion of the contract" shall mean the time City has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. The escrow agreement used for the purposes of this Section shall be in the form provided by City.

SECTION 3. ENTIRE AGREEMENT

This Contract represents the entire agreement between City and Contractor and supersedes any prior written or oral representations. No oral order, objection, direction, claim or notice by any party or person shall affect or modify any of the terms or obligations contained in the Contract Documents.

SECTION 4. TIME

A. Contractor shall complete the Project no later than ninety (90) calendar days following City's issuance of the Notice to Proceed (the "Contract Time").

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B. Contractor shall provide City with scheduling information in a form acceptable to City, including any changes made by City in the scheduling of work. Contractor shall coordinate its work with that of all other contractors, subcontractors, and suppliers so as not to delay or damage their performance.

C. If Contractor fails to complete the Project within the Contract Time, City will sustain damage. It is and will be impracticable to determine the actual damage which City will sustain in the event of and by reason of such delay; therefore, Contractor will pay to City the sum of $1,000 for each and every calendar day beyond expiration of the Contract Time. Contractor agrees to pay such liquidated damages as herein provided, and in case the same are not paid, agrees that City may deduct the amount thereof from any monies due or that may become due the Contractor under the Contract.

D. It is further agreed that in case Contractor fails to complete the Project in all parts and requirements within the Contract Time, City shall have the right to extend the Contract Time or not, as may seem best to serve the interest of City; and if it decides to extend Contract Time, City shall further have the right to charge to the Contractor, his heirs, assigns or sureties, and to deduct from the final payment for the work, all or any part, as it may deem proper, of the actual cost of engineering, inspection, superintendence, and other overhead expenses directly chargeable to the Contract that accrue during the period of such extension.

E. The Contractor will not be assessed with liquidated damages or the cost of engineering and inspection during the delay in the completion of the Project caused solely by acts of God or of the public enemy, fire, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather or delays of subcontractors due to such causes, provided that the Contractor shall within three (3) days from the beginning of any such delay, notify City, in writing of the causes of delay. The City Manager, or his designee, shall ascertain the facts and the extent of delay, and his or her findings thereon shall be final and conclusive.

F. As an express condition of any adjustment of the Contract Time or Contract Price on account of delay, including delay caused by acts of City, Contractor must give City written notice of the commencement of delay within three (3) days of its occurrence.

SECTION 5. LABOR

A. PREVAILING WAGES. The Contract is subject to California Labor Code Sections 1720 et seq., and Contractor and any subcontractor shall pay not less than the specified prevailing rates of wage to all workers employed in performance of the Work. Pursuant to the provisions of Section 1770 of the California Labor Code, City has obtained the general prevailing rate of wages and employer payments for health and welfare, vacation, pension and similar purposes, as determined by the Director of the Department of Industrial Relations, a copy of which is on file in the office of City and shall be made available for viewing to any interested party upon request. The Contractor and each subcontractor shall

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forfeit as a penalty to City not more than Two Hundred Dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the stipulated prevailing wage rate in violation of the Labor Code. In addition, the difference between the prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the stipulated prevailing wage rate shall be paid to each worker by the Contractor.

B. EMPLOYMENT OF APPRENTICES. Contractor's attention is directed to the provisions in Section 1777.5 and 1777.6 of the Labor Code concerning the employment of apprentices by the Contractor or any subcontractor under the Contractor. It shall be the responsibility of the Contractor to effectuate compliance apprentices on the part of itself and any subcontractors with the requirements for employment of. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex-officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices.

C. PAYROLL RECORDS. Pursuant to Labor Code Section 1776, the Contractor and each subcontractor shall maintain weekly certified payroll records showing the name, address, social security number, work classification, straight time and overtime hours paid each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed in connection with the work. Contractor shall certify under penalty of perjury that records maintained and submitted by Contractor are true and accurate. Contractor shall also require subcontractor(s) to certify weekly payroll records under penalty of perjury. In the event of noncompliance with the requirements of this Section, the Contractor shall have ten (10) days in which to comply subsequent to receipt of written notice specifying any item or actions necessary to achieve compliance with this section. If Contractor or subcontractor does not comply after such ten (10)-day period, the Contractor shall, as a penalty to City, forfeit One Hundred Dollars ($100) for each day, or portion thereof, for each worker until strict compliance is effectuated.

In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations on a weekly basis and in the format prescribed by the Department of Industrial Relations, which may include electronic submission. Contractor shall comply with all requirements and regulations from the Department of Industrial Relations relating to labor compliance monitoring and enforcement.

D. PUBLIC WORKS CONTRACTOR REGISTRATION.

1. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations.

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2. No bid will be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Contractor and its subcontractors, of any tier, shall maintain active registration with the Department of Industrial Relations for the duration of the Project. To this end, Contractor shall execute the Public Works Contractor Registration Certification attached hereto as Attachment C, attesting to the facts contained therein. In addition, Contractor shall provide the registration number for each listed subcontractor in the space provided in the Designation of Subcontractors Form.

3. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. In executing this contract, Contractor acknowledges that it has reviewed all applicable labor compliance requirements and included the cost of complying with such requirements in its bid.

E. HOURS OF WORK.

1. Eight (8) hours of work shall constitute a legal day’s work. The Contractor and each subcontractor shall forfeit, as penalty to City, twenty-five dollars ($25) for each worker employed in the execution of Work by the Contractor or any subcontractor for each day during which such worker is required or permitted to work more than eight (8) hours in any one day and forty (40) hours in any week in violation of the provisions of the Labor Code, and in particular, section 1810 to section 1815, except as provided in Labor Code section 1815.

2. The Contractor shall perform all work during the hours of 7:00 a.m. to 3:30 p.m., Monday through Friday unless otherwise authorized by City in writing. If the Contractor wishes to work during any other hours or on weekends, written permission must be received from City. The request must be received at least two (2) working days in advance of any work. No work will be allowed on City Holidays except in the case of an emergency. A listing of City holidays is on file in the office of City Clerk.

If Contractor requests overtime work in which City will incurs costs, Contractor shall be responsible for payment of City's costs incurred in connection with the overtime work. City will invoice the Contractor at time and one half to cover the costs incurred. If Contractor does not pay the invoice within ten (10) days, City may deduct the amount billed from other payments due or to become due to Contractor under the Contract.

F. LABOR COMPLIANCE. Contractor shall post, at appropriate conspicuous points on the Project site, a schedule showing all determined general prevailing wage rates and all authorized deductions, if any, from unpaid wages actually earned.

G. LABOR CERTIFICATION. Pursuant to the requirements of Division 4 of the Labor Code, the Contractor will be required to secure the payment of worker's compensation to its

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employees in accordance with the provisions of section 3700 of the Labor Code. Prior to commencement of work, the Contractor shall sign and file with the Engineer a certification in the following form:

"I am aware of the provisions of section 3700 of the 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 before commencing the performance of the work of this contract."

H. Full compensation for conforming to the requirements of this section shall be considered as included in the Contract Price, and no additional compensation will be allowed, therefore.

SECTION 6. CHANGES IN WORK

A. Contractor shall make no changes in the Work without written direction from City.

Contractor shall not be compensated for any change made without City’s written direction. No changes in the work covered by this Contract shall exonerate any surety or any bond given in connection with this Agreement.

B. If City directs the Contractor in writing to make changes in the work that materially affect the cost of performing the work, the Contract Price will be adjusted based on one of the following:

1. Where the work involved is covered by unit prices contained in the Contract Documents, by application of unit prices to the quantities involved in the changed Work;

2. By a combination of existing and new unit prices and related quantities for the changed work;

3. Time and Materials, calculated as set forth in Section 6(C), below; or

4. By mutual acceptance of a lump sum.

C. The cost for extra or changed work performed on a Time and Materials basis shall be determined as follows:

1. LABOR: Contractor will be paid cost of labor for workers used in actual and direct performance of extra work, including only actual wages paid shall include any employer payments to or on behalf of workers for health and welfare, pension, vacation, and similar purposes.

2. MATERIAL: Only materials furnished by Contractor and necessarily used in performance of extra Work will be paid for. Cost of such materials will be cost,

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including sales tax and delivery charges, to purchaser (Contractor, Subcontractor or other forces) from supplier thereof.

3. EQUIPMENT: For Contractor-owned equipment, payment will be made at rental rates listed for equipment in the California Department of Transportation official equipment rental rate schedule which is in effect on the date upon which extra Work is accomplished and which schedule is incorporated herein by reference as though fully set forth herein. If there is no applicable rate for an item of equipment, then payment shall be made for Contractor-owned equipment at rental rate listed in the most recent edition of the Association of Equipment Distributors (AED) book.

a. For rented equipment, payment will be made based on actual rental invoices.

Equipment used on extra Work shall be of proper size and type.

b. Rental rates paid shall be deemed to cover cost of fuel, oil, lubrication, supplies, small tools, necessary attachments, repairs and maintenance of any kind, depreciation, storage, insurance, and all incidentals. Unless otherwise specified, manufacturer's ratings, and manufacturer-approved modifications, shall be used to classify equipment for determination of applicable rental rates. Rental time will not be allowed while equipment is inoperative due to breakdowns.

c. Individual pieces of equipment or tools having a replacement value of $100 or less, whether or not consumed by use, shall be considered to be small tools.

4. WORK PERFORMED BY SPECIAL FORCES OR OTHER SPECIAL SERVICES: When City and Contractor, by agreement, determine that special service or item of extra Work cannot be performed by forces of Contractor or those of any Subcontractors, service or extra Work item may be performed by specialist. Invoices for service or item of extra Work on basis of current market price thereof may be accepted without complete itemization of labor, material, and equipment rental costs when it is impracticable and not in accordance with established practice of special service industry to provide complete itemization. In those instances, wherein Contractor is required to perform extra Work necessitating a fabrication or machining process in a fabrication or machine shop facility away from Site, charges for that portion of extra Work performed in such facility may, by agreement, be accepted as a specialist billing. In lieu of overhead and profit provided in paragraph 5(a), below, fifteen percent (15%) will be added to specialist invoice price, after deduction of any cash or trade discount offered or available, whether or not such discount may have been taken.

5. OVERHEAD DEFINED. The following constitutes charges that are deemed included in overhead for all Contract Modifications, including work performed on a Time and Materials basis. Contractor shall not invoice or receive payment for these costs separately: Drawings: field drawings, Shop Drawings, etc., including submissions of drawings; Routine field inspection; General Superintendence; General administration

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and preparation of cost proposals, schedule analysis, Change Orders, and other supporting documentation; Computer services; Reproduction services; Salaries of project engineer, superintendent, timekeeper, storekeeper, and secretaries; Janitorial services; Small tools, incidentals and consumables; Temporary on-Site facilities (Offices, Telephones, Plumbing, Electrical Power, Lighting; Platforms, Fencing, Water, Home office expenses; vehicles and fuel used for work otherwise included in the Contract Documents; Surveying; Estimating; Protection of Work; Handling and disposal fees; Final cleanup; Other incidental Work; Related warranties.

6. OVERHEAD AND PROFIT FOR TIME AND MATERIALS. For work Contractor performs on Time and Materials at City’s direction, the following markups will be added to the cost of labor, materials and equipment, calculated as described above.

a. Overhead and profit on labor shall be fifteen percent (15%).

b. Overhead and profit on materials shall be fifteen percent (10%).

c. Overhead and profit on equipment rental shall be ten percent (10%).

d. On proposals covering both increases and decreases in Contract Price, overhead and profit shall be allowed on the net increase only as determined in this paragraph. When the net difference is a deletion, no percentage for overhead or profit will be allowed, but rather a deduction shall apply.

e. The markup shall include profit, small tools, cleanup, supervision, warranties, cost of preparing the cost proposal, jobsite overhead, and home office overhead. No markup will be allowed on taxes, insurance, and bonds.

D. If City directs the Contractor in writing to make changes in the Work that materially affect the time required to perform the Work, City will make a reasonable adjustment to the Contract Time.

SECTION 7. CLAIMS AND DISPUTES

A. If any dispute shall arise between City and Contractor regarding performance of the work, or any alleged change in the work, Contractor shall timely perform the disputed work and shall give written notice of a claim for additional compensation for the work to City within three (3) days after commencement of the disputed work. Contractor's failure to give written notice within the three (3)-day period constitutes an agreement by Contractor that it will receive no extra compensation for the disputed work.

B. If a claim cannot be resolved through direct discussions between City and Contractor, disputes for $375,000 or less shall be handled in accordance with Public Contract Code Sections 20104 et seq. City shall respond in writing within the statutory time period(s), or, may request in writing within 30 Days of receipt of the claim, any additional

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documents supporting the claim or relating to defenses or claims City may have against the claimant. If additional information is needed thereafter, it shall be provided upon request. City's response shall be submitted within the statutory timeframe after receipt of the further documents, or within the same period of time taken by the claimant to produce the additional information or documents, whichever is greater. The Contractor shall make these records and documents available at all reasonable times, without any direct charge.

C. If a claim is more than $375,000, City shall respond in writing within a reasonable period of time to review and analyze the claim. The parties also agree to participate in mediation with a mutually agreeable mediator following an exchange of documents reasonably necessary for resolution of the issues in dispute.

D. If the claimant disputes City's response, or if City fails to respond within the statutory time period(s), the claimant may so notify City within fifteen (15) days of the receipt of the response or the failure to respond and demand an informal conference to meet and confer for settlement. Upon such demand, City shall schedule a meet and confer conference within thirty (30) days.

E. If following the meet and confer conference, the claim or any portion thereof remains in dispute, the claimant may file a claim pursuant to Government Code sections 900 et seq. and Government Code sections 910 et seq. For purposes of those provisions, the time within which a claim must be filed shall be tolled from the time the claimant submits the written claim until the time the claim is denied, including any time utilized for the meet and confer conference.

F. Submission of a claim, properly certified, with all required supporting documentation, and written rejection or denial of all or part of the claim by City, is a condition precedent to any action, proceeding, litigation, suit, or demand for arbitration by Contractor.

G. Venue for any litigation arising out of or relating to this Contract shall be Riverside County, California.

H. Pursuant to Public Contract Code section 9201, City shall provide Contractor with timely notification of the receipt of any third-party claim relating to the Contract.

SECTION 8. INSPECTION AND PROTECTION OF WORK

A. Responsibility for, and security of, all work and materials is the responsibility of the Contractor until final acceptance of the Project by City.

B. All Work shall be inspected by City. The charges for inspection shall be in accordance with City’s regulations. If City is unable to provide an inspector or inspectors, Contractor

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shall reschedule the Work for another time at no cost to City. Work performed without inspection shall be rejected.

C. Contractor shall make the work accessible at all reasonable times for inspection by City.

Contractor shall, at the first opportunity, inspect all material and equipment delivered to the jobsite by others to be used or incorporated in the Contractor's work and give prompt notice of any defect therein. Contractor assumes full responsibility to protect the work done hereunder until final acceptance by City.

D. When the Work is completed, Contractor shall request, in writing, a final inspection.

Within ten (10) days of the receipt of such request, City shall make a final inspection.

The Contractor or its representatives may be present at the final inspection. The purpose of such final inspection shall be to determine whether the Work has been completed in accordance with the Contract Documents, including all change orders and all interpretations and instructions previously issued.

E. City may reject materials or Work that does not meet the requirements of the Contract Documents. If City does so, Contractor shall promptly remove the rejected materials or work and replace it with materials or work that meet the requirements of the Contract Documents, at no additional cost to City.

SECTION 9. ASSIGNMENT AND SUBCONTRACTING

A. Contractor shall give personal attention to the performance of the Contract and shall keep the Work under its control.

B. No subcontractors will be recognized as such, and all persons engaged in the work of construction will be considered as employees of the Contractor, who will be held responsible for their work which shall be subject to the provisions of the Contract and specifications.

C. No subcontractor who is ineligible to bid work on, or be awarded, a public works project under Labor Code sections 1771.1 or 1777.7 can bid on, be awarded or perform work as a subcontractor on the Project. The Contractor is prohibited from performing work on the Project with a subcontractor who is ineligible to perform work on a public works project under these sections of the Labor Code.

D. When a portion of the work which has been subcontracted by the Contractor is not being prosecuted in a manner satisfactory to City, the subcontractor shall be removed immediately on the request of City in the manner required by law and shall not again be employed on the work.

E. Contractor shall not assign any portion of the work to be performed under this Agreement or any of the rights or obligations under this Agreement, without the prior written consent of City, which consent may be withheld in City’s sole and absolute discretion.

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SECTION 10. TERMINATION

A. Should Contractor fail within seven (7) calendar days from receipt of City's written notice to correct any default, including but not limited to failure to perform the Work in accordance with the Contract Documents, failure to comply with the directions of City, or failure to pay its creditors, City may terminate this Contract and/or, in its sole discretion, make a demand on Contractor’s performance bond surety. Following a termination for default, City shall have the right to take whatever steps it deems necessary to complete the Project and correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of City's corrective action, including reasonable overhead, profit and attorneys' fees.

B. City may at any time terminate the Contract at City's convenience upon five (5) days written notice to Contractor. In the event of termination for convenience, Contractor shall recover only the actual cost of work completed to the date of termination, which costs are documented to City's satisfaction, calculated in accordance with Section 6, above.

Contractor shall not be entitled to any claim or lien against City for any additional compensation or damages in the event of such termination.

C. If City terminates Contractor for cause, and if it is later determined that the termination was wrongful, such default termination shall automatically be converted to and treated as a termination for convenience. In such event, Contractor shall be entitled to receive only the amounts payable under this section, and Contractor specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits.

SECTION 11. HOLD HARMLESS AND INDEMNIFICATION

A. City and all officers and employees thereof connected with the Work, shall not be answerable or accountable in any manner: for any loss or damage that may happen to the Work or any part thereof; for any loss or damage to any of the materials or other things used or employed in performing the Work; for injury to or death of any person; or for damage to property from any cause except losses due to sole or active negligence of City’s officers or employees.

B. Contractor shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or related to the Work or the Project, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single attorney from representing both City and Contractor, or should City otherwise find Contractor’s legal counsel unacceptable, then Contractor shall reimburse City its costs of defense, including without limitation reasonable attorney’s

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fees, expert fees and all other cost and fees of litigation. The Contractor shall promptly pay any final judgment rendered against City (and its officers, officials, employees and volunteers) except for claims determined by a trier of fact to have been the result of City’s sole or active negligence or willful misconduct. The foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.

C. Contractor’s obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an indemnified party. However, without affecting the rights of City under any provision of this agreement, Contractor shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of City.

D. In addition to any remedy authorized by law, contract funds sufficient to pay for any claim may be retained by City until disposition has been made of such suits or claims for damage.

SECTION 12. BONDS AND INSURANCE

A. BONDS.

1. Within fifteen (15) working days after being notified of the award of the contract, and before City will execute this Agreement, the Contractor shall furnish and file with City Performance and Payment Surety bonds as set forth below.

2. Contractor shall submit the bonds on the forms provided Attachment D, attached hereto, duly executed by a responsible corporate surety listed in the United States Department of the Treasury circular entitled "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies," authorized to do business in the State of California and acceptable to City conditioned upon the faithful performance by the Contractor of all requirements of the Contract Documents. Each of the bonds shall be in a sum no less than one hundred percent (100%) of the Contract Price.

B. INSURANCE.

1. Contractor shall obtain, at its sole cost and expense, all insurance required by Attachment A. Certificates of such insurance and copies of the insurance policies and

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endorsements shall be delivered to City within fifteen (15) working days after being notified of the award of the contract, and before execution of this Agreement by City.

SECTION 13. WARRANTY

Contractor warrants to City that all materials and equipment furnished shall be new, free from faults and defects and of good quality and conform to the requirements of the Contract Documents.

Contractor hereby warrants its work against all deficiencies and defects for the period required by the Contract Documents, or the longest period permitted by California law, whichever is greater. Unless otherwise stated in the Contract Documents, warranty periods shall begin upon the filing of the Notice of Completion and shall be for one year.

This Article shall not limit City’s rights under this Contract or with respect to latent defects, gross mistakes, or fraud. City specifically reserves all rights related to defective work, including but not limited to defect claims pursuant to California Code of Civil Procedure section 337.15.

SECTION 14. LAWS TO BE OBSERVED

A. Contractor shall keep itself fully informed of all existing and future state and federal laws and county and municipal ordinances and regulations that in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same.

B. Contractor shall at all times observe and comply with, and shall cause all of its agents and employees to observe and comply with all such existing and future Federal, State and local laws, ordinances, regulations, orders, and decrees of bodies or tribunals having any jurisdiction or authority over the Project; and shall protect and indemnify City, and all officers and employees thereof connected with the Project, against any claim or liability arising from or based on the violation of any such law, ordinance, regulation, order, or decree, whether by City’s representative or their employees. If any discrepancy or inconsistency is discovered in the plans, drawings, specifications, or contract for the work in relation to any such law, ordinance, regulation, order or decree, Contractor shall promptly report the same to City in writing.

C. This Contract shall be governed by and construed in accordance with the laws of the State of California.

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SECTION 15. CLEAN-UP

Contractor will remove from the project site all debris resulting from performance of the Work no less often than daily. If Contractor fails to do so, City may, after twenty-four (24) hours' notice to Contractor, clean up the site and deduct the cost from the Contract Price.

SECTION 16. STATE LICENSE BOARD NOTICE

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.

SECTION 17. COMPLIANCE WITH STATE STORM WATER PERMIT

Contractor shall be required to comply with all aspects of the State Water Resources Control Board (State Water Board) Water Quality Order No. 2009-0009-DWQ, including any and all subsequent amendments and National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity (Permit) for all projects that involve construction on or disturbance of one acre or more of land or which are part of a larger common area of development.

SECTION 18. MISCELLANEOUS

A. EXISTING UTILITIES.

1. The location of known existing utilities and pipelines are shown on the Plans in their approximate locations. However, nothing herein shall be deemed to require City to indicate the presence of existing service laterals or appurtenances whenever the presence of such utilities on the site of the Project can be inferred from the presence of other visible facilities, such as buildings, cleanouts, meter and junction boxes, on or adjacent to the site of the Project. Underground facilities not known to City may exist or be in a location different from that which is shown in the Contract Documents.

2. Contractor shall take all steps reasonably necessary to ascertain the exact location of all underground facilities prior to doing work that may damage such facilities or interfere with their service, including but not limited to calling Underground Service Alert to locate utilities in accordance with the procedures described in Government Code section 4215 et seq. Contractor shall protect from damage any utility facilities that are to remain in place, be installed, relocated or otherwise rearranged. The Contractor shall not be entitled to additional compensation nor time extensions for

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work necessary to avoid interferences nor for repair to damaged utilities if the Contractor does not expose all such existing utilities as required by this section.

3. After the utility survey is complete, the Contractor shall commence “potholing” or hand digging to determine the actual location of the pipe, duct, or conduit. Contractor shall notify City before starting potholing operations. The Contractor shall uncover all piping and conduits to a point one (1) foot below the pipe, where crossings, interferences, or connections are shown on the Drawings, prior to trenching or excavating for any pipe or structures, to determine actual elevations. New pipelines shall be laid to such grade as to clear all existing facilities which are to remain in service for any period subsequent to the construction of the run of pipe involved.

4. The Contractor’s attention is directed to the requirements of Government Code section 4216.2 (a)(2) which provides: “When the excavation is proposed within 10 feet of a high priority subsurface installation, the operator of the high priority subsurface installation shall notify the excavator of the existence of the high priority subsurface installation prior to the legal excavation start date and time, as such date and time are authorized pursuant to paragraph (1) of subdivision (a) of section 4216.2. The excavator and the operator or its representative shall conduct an onsite meeting at a mutually-agreed-upon time to determine actions or activities required to verify the location of the high priority subsurface installation prior to start time.” The Contractor shall notify City in advance of this meeting.

5. If the Contractor is required to locate, repair damage not due to the Contractor’s failure to exercise reasonable care and remove or relocate existing main or trunk line utility facilities, it shall be compensated under Section 6 of this Contract – Changes in the Work – including payment for equipment on the Project necessarily idled during such work.

6. The right is reserved by City and the owners of underground facilities or their authorized agents, to enter the job for the purpose of making such changes as are necessary for the rearrangement of their facilities or for making necessary connection or repairs to their properties. The Contractor shall cooperate with forces engaged in such work and shall conduct its operations in such a manner as to avoid any delay or hindrance to the work being performed by such other forces.

B. DIFFERING SITE CONDITIONS.

1. The Contractor shall promptly, and before the following conditions are disturbed, notify City in writing of any:

a. Material that the Contractor believes may be material that is hazardous waste, as defined in section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law,