20220315_07_PSA_Triton — Laguna Niguel City Council, March 15, 2022

CITY OF LAGUNA NIGUEL

CITY COUNCIL AGENDA ITEM
To: Honorable Mayor and Council Members
FROM: Jacki Scott, Public Works Director/City Engineer
DATE: March 15, 2022
SUBJECT: Approval of Professional Services Agreement for City Hall Audio Visual Equipment Upgrade Project with Triton Technology Solutions

RECOMMENDATION
Staff recommends that the City Council:

1. Approve the Professional Services Agreement with Triton Technology Solutions to provide design and project management services for the City Hall Audio Visual Equipment Upgrade Project for a total not-to-exceed amount of $92,970;

2. Approve a not-to-exceed 10% contingency of the total contract in the amount of $9,297 for unforeseen conditions or extra work and authorize the Public Works Director/City Engineer to approve additional work for a total not-to-exceed amount of $102,267; and,

3. Authorize the City Manager to execute the Agreement and future amendments to the Professional Services Agreement for design and project management services with Triton Technology Solutions, subject to the City Attorney making non- substantive changes.

BACKGROUND
The Council Chambers and Community Room in City Hall are used to host public meetings, including City Council meetings and Commission and Committee meetings.

These meetings require audio-visual systems to run meetings, present content, and broadcast meetings via cable television and the City's YouTube channel. The existing audio-visual systems use analog technology and were installed in 2011. The equipment and software that supports the audio-visual system are becoming obsolete, unreliable, and increasingly unsupportable as they reach the end of their useful life.

Technology has changed since the existing audio-visual system was installed. Audio- visual systems today are digital and include modern tools that improve video display and recording capabilities, as well as electronic voting systems, and an electronic request to

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speak kiosk. It is time to fully replace the existing audio-visual system with a modern, digital presentation system that provides clear audio and enhanced presentation viewing in all areas of the Council Chambers. In addition, the Community Room will be outfitted with digital cameras and an audio system, connected to the main audio-visual control room at City Hall, providing a redundant space to host public meetings.

To improve the flexibility and reliability of the Council Chambers and Community Room and to provide access to modern tools and features available in today's audio-visual systems, staff recommends authorizing the agreement with Triton Technology Solutions to provide design and project management services for the City Hall Audio-Visual Equipment Upgrade project. The City Council approved this project as part of the Fiscal Year 2021-2022 adopted CIP budget as a phased project. Since then, equipment failures have resulted in staff recommending in the mid-year budget report that the phasing be removed, and the entire project be completed at one time. Replacing the City's existing audio-visual system supports City Council Goal 4 (Infrastructure and Technology) and City Council Goal 6 (Communication and Community Outreach) of the City's Strategic Plan.

ANALYSIS
In December 2021, staff published a Request for Proposals (RFP), shown in Attachment "A", for consultant services to create the design and construction specifications for the new audio/visual system. The new system will include digital equipment, an electronic voting system, electronic request to speak kiosk, larger monitors at the Council Chamber dais and staff tables with touchscreen controls, a new podium with speaker timing system, Community Room enhancements, and other audio-visual system enhancements that utilize the newest and most reliable technology.

In response to the RFP, four proposals were received. The RFP evaluation process included two rounds of review. In the first round, proposals were evaluated by a committee comprised of City staff and were ranked based on the following five criteria: (1) Proposed Personnel; (2) Project Approach; (3) Project Controls; (4) Client References and (5) Fee Schedule. In the second round, two firms were invited to participate in interviews, focusing on questions about the submitted proposal and the technical capabilities of the proposed audio-visual system.

The RFP Evaluation Summary is found in Attachment "B". Below is a summary of the ranking and the proposed cost to design the new audio-visual system and provide project management services. Copies of the submitted proposals are on file with the City Clerk's Office.

Rank Design Services & Project
Firm Name
Management
1 Triton Technology Solutions (Recommended) $92,970.00
2 NV5 Engineering and Technology $136,150.00
3 Arup $120,932.00
4 Eidim AV Technology $88,038.40

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Pursuant to Laguna Niguel Municipal Code Section 3-6-5, contracts for services that include supplies or equipment are not awarded solely on the basis of cost but on the service provider's professional qualifications, demonstrated competence, reasonableness of the cost of the services to the City. After completing the RFP evaluation process, and based on all relevant factors, Triton Technology Solutions represents the best overall value to design a new audio-visual system, replacing the existing audio-visual systems in the Council Chambers and Community Room in City Hall.

Triton Technology Solutions is a full-service professional audio-visual system integration company with extensive experience upgrading council chambers and meeting rooms.

Within Southern California, Triton Technology Solutions has provided audio-visual design and project management services in support of council chamber upgrade projects for the cities of Irvine, Orange, Santa Barbara, and Palm Springs. Reference respondents reported that Triton Technology Solutions work was completed accurately, thoroughly, and efficiently. In comparison, the three other proposals did not provide an equivalent number of local government references in the region.

Staff recommends that the City Council approve the Professional Services Agreement with Triton Technology Solutions (Attachment "C") in the not-to-exceed amount of $92,970 to complete the City Hall Audio-Visual Equipment Upgrade project. The Agreement will also include a not-to-exceed 10% contingency of the total contract in the amount of $9,297 for additional work, if needed, for a total not-to-exceed amount of $102,267.

If approved by the City Council, design services will start in April 2022 and the audio- visual construction specifications will be completed this summer. Construction for the project will likely be awarded using a cooperative purchasing agreement, with work tentatively set to begin this fall. As a result of the construction activity, the Council Chambers will be closed for an approximate eight (8) week period beginning in December 2022. During the Council Chambers closure, meetings will be scheduled at an alternate location. City Council meetings will continue to be broadcasted and open to the public while temporarily relocated.

ALTERNATIVES CONSIDERED

1. The City Council may direct staff to select a different firm that responded to the RFP and negotiate a contract with that firm. Staff does not recommend this alternative since staff believes it is in the best interest of the City to contract with Triton Technology Solutions, due to their level of expertise.

2. The City Council may direct staff to reject all proposals and rebid the RFP. Staff elieves that re-advertising and rebidding the project will not result in a more ualified firm than Triton Technology Solutions with a fair and competitive cost t complete the City Hall Audio-Visual Equipment Upgrade project.

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FISCAL REVIEW
There is adequate funding in the Fiscal Year 2021-22 Public Works Department operating budget to fund the cost of the Professional Services Agreement with Triton Technology Solutions.

LEGAL REVIEW
The City Attorney's Office has approved the Agreement and this staff report as to form.

CONCLUSION
Staff recommends that the City Council:

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Jamara sOltouseau per
Tamara S. Letourneau Kevin G. Ennis
City Manager City Attorney
Oute Motos
lustin Martir
Public Works Director/City Engineer
Deputy City Manager
1 Martin
Harrison Martin
Senior Civil Engineer
Attachments:

A. REP for City Hall Audio-Visual Equipment Upgrade
B. RFP Evaluation Summary
• Agreement with Triton Technology Solutions for the City Hall Audio-Visu auioment Uparade Proied

ATTACHMENT A
RFP for City Hall Audio-Visual Equipment Upgrade
CO LIN
1989

CITY OF LAGUNA NIGUEL

REQUEST FOR PROPOSALS
FOR

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND

PROJECT MANAGEMENT SERVICES
Public Works Department
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
(949) 362-4337
Proposals must be received by:

Friday, January 21, 2022
at 2:00 P.M.

NOTICE INVITING PROPOSALS
PUBLIC NOTICE IS HEREBY GIVEN that the City of Laguna Niguel is requesting proposals from qualified consultants to provide design and project management services for the City Hall Audio Visual Equipment Upgrade Project.

Qualifications shall be submitted by firms that have a capable and demonstrable background in the type of work described in Section II - Scope of Services and Section III - General Specifications. In addition, all interested firms shall have sufficient, readily available resources in the form of trained personnel, support services, specialized consultants and financial resources to carry out the work without delay or shortcomings.

Proposals shall be submitted through the City's electronic procurement system (PlanetBids) by 2:00 p.m. on Friday, January 21, 2022. Proposals will not be accepted after this deadline.
https://pbsystem.planetbids.com/portal/44601/portal-home All questions or clarifications shall be submitted via email to Bruce Lindemann, Maintenance Services Manager, at blindemann@cityoflagunaniguel org no later thar 1:00 p.m. on Friday, January 7, 2022. The City will respond to all written questions by issuing a written addendum no later than 5:00 p.m. on Wednesday, January 12, 2022. 2 SECTION I - INTRODUCTION
The City of Laguna Niguel ("City") is seeking a qualified consultant to provide design and project management services for the City Hall Audio Visual Equipment Upgrade Project.

The City's designated staff will evaluate the proposals received. During the review process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarification from those that submit proposals, or allow clarifications, corrections of errors or omissions.

The preparation of the proposal will be at the expense of the Consultant. Responses must conform with the requirements of this Request for Proposal ("RFP"). The City reserves the right to waive any irregularity in any proposal or to reject any proposal which does not comply with this RFP. Modifications to the RFP, including, but not limited to the scope of work, can be made only by written addendum issued by the City. Selection of the Proposer will be made solely by the City on criteria determined by the City.

The successful Proposer will be required to enter into an agreement which will include the requirements of this RFP as well as other requirements. By submitting a Proposal, the Proposer agrees to all of the terms of the RFP. The City reserves the right to reject any proposal(s) exceptions or changes to the Request for Proposal.

A. PROPOSAL SCHEDULE
The City reserves the right to make changes to the below tentative schedule for selection and award of the Agreement.

Milestone Date
RFP Issued Friday, December 17, 2021
Mandatory Job Walk Tuesday January 4, 2022
Due Date for RFP Questions Friday, January 7, 2022, 1:00 P.M.

Responses to RFP Questions Wednesday, January 12, 2022
RFP Submittal ("RFP Due Date") Friday, January 21, 2022, 2:00 P.M.

Award of Agreement Tuesday, March 1, 2022
B. CITY CONTACT FOR THIS RFP
The principal contact for the City of Laguna Niguel regarding this RFP will be Bruce Lindemann, Maintenance Services Manager, at [email protected] C. ADDENDA
Any changes to the RFP will be made by written addendum and posted on the City website and the City's electronic procurement system (PlanetBids). Any written addenda issued pertaining to this RFP shall be incorporated into the terms and conditions of the resulting Agreement. The City of Laguna Niguel will not be bound to any modifications or 3 deviations from the requirements set forth in this RFP as the result of oral instructions.

Consultants shall acknowledge receipt of addenda. Failure to acknowledge receipt of all addenda may cause a proposal to be deemed non-responsive.

All questions or clarifications shall be submitted via email to Bruce Lindemann, Maintenance Services Manager, at [email protected] no later than 1:00 p.m. on Friday, January 7, 2022. The City will respond to all written questions by issuing a written addendum no later than 5:00 p.m. on Wednesday, January 12, 2022.

D. OPTIONAL CONSULTANT INTERVIEWS
The City may conduct virtual Consultant interviews as part of the RFP selection process.

The City will provide as much advance notice as possible to selected Consultants chosen to take part in any interview process.

E. CITY COUNCIL AWARD OF PROJECT
The City intends to award a contract to a Consultant at the March 1, 2022, City Council Meeting. The City will inform the selected Consultant in advance of the City Council Meeting. Consultants not chosen will be informed after the City Council Meeting.

F. l PROFESSIONAL SERVICES AGREEMENT
The selected Consultant will execute a Professional Service Agreement for Services with the City describing the Scope of Services to be performed, the schedule for completion of the services, compensation, and other pertinent provisions. The contract shall follow the sample form of Agreement provided as Exhibit A to this RFP, which may be modified by the City. The term of the Profession Needs Assessment will be until the project is completed. All Proposers are directed to particularly review the indemnification and insurance requirements set forth in the sample Agreement.

The terms of the agreement, including insurance requirements, have been mandated by the City and can be modified only if extraordinary circumstances exist. Submittal of a Proposal shall be deemed acceptance of all the terms set forth in this RFP and the sample agreement for professional services unless the Proposers includes with its Proposal, in writing, any conditions or exceptions requested by the Proposer to the proposed Agreement.

G. JOINT OFFERS
Where two or more Proposers desire to submit a single qualification in response to this RFP, they shall do so on a prime-sub-consultant basis rather than as a joint venture. The City of Laguna Niguel intends to contract with a single firm and not with multiple firms doing business as a joint venture.
4 SECTION II - SCOPE OF SERVICES
A. INTRODUCTION
The City of Laguna Niguel ("City" is seeking a qualified consultant to provide design and project management services for the City Hall Audio Visual Equipment Upgrade Project.

The City Hall Audio Visual Equipment Upgrade Project seeks to improve and modernize Room. The new ayato visual systema improve muni chamin upon cive punity meetings and ensure video streaming of the meetings is available for the community. The design for this project is scheduled to start in Fiscal Year 2021-22.

B. GENERAL CITY INFORMATION
The City of Laguna Niguel is a General Law City with a City-Manager form of government.

It is located in the southern portion of Orange County in Southern California. Neighboring cities are Aliso Viejo and Laguna Hills to the north, Mission Viejo and San Juan Capistrano to the east, Laguna Beach to the west, and Dana Point to the south. On the west, it borders the significant unincorporated acreage of Aliso and Wood Canyons Wilderness Park.

As of the 2010 census the population of Laguna Niguel is approximately 65,000 and a predominantly residential city. The City of Laguna Niguel serves as a bedroom community for the job centers of northern and central Orange County. It is known for its mild coastal climate, low crime rate, its numerous parks, and public trails.

Certain meetings held in the City Council Chambers, such as Regular City Council Meetings, are aired live on Cox Cable Channel 853, AT&T U-Verse Channel 99 and on the City's YouTube Channel at www.youtube.com/cityoflagunaniguel. Rebroadcasted meetings are available for viewing on: Cox Cable/AT&T U-Verse channels at 6:00 p.m. daily following each meeting; the City's Website at www.cityoflagunaniguel.org; and on the City's YouTube Channel.

C. DESCRIPTION OF SERVICES
The Laguna Niguel City Council has approved $915,000 to upgrade the City's audio/visual system at City Hall in the City Council Chambers and Community Room.

The services below are intended to be used as a guide to prepare the scope of services.

The Consultant awarded the Project Management contract is excluded from bidding on the construction and installation of the AV system.

1. AV Design Services
The City is seeking proposals for Consultant Services to create the design and specifications for the new audio/visual system. Design services will include, but are not limited to, the following tasks:
5 a. Develop a project plan describing the time frame and City resources needed to complete the AV Equipment Upgrade.
b. Deliver project status reports to the City's Designated Point of Contact at least weekly.
c. Review existing systems, functionality, interfaces, and integration points. d. Determine which of the existing AV devices should be retained and which should be replaced or eliminated.
e. Recommend an optimal design/configuration for broadcasting meetings to cable television, internet, streaming platforms like YouTube and other social media platforms.
f. Recommend an optimal design and identify components for conducting hybrid meetings that include in-Chamber participants and remote participates using video conferencing platforms such as Zoom, Microsoft Teams, etc.

Computes for respirato den meeting orporate nd inegre the abiliber conduct presentations from staff and guest laptops.
h. Recommend translation services/mechanisms for the content broadcast from the Council Chambers.
i. Recommend closed captioning services/mechanisms for the content broadcast form the Council Chambers.
j. Recommend a system to accommodate hearing impaired participants with headphones.
k. Recommend a backup audio recorder.

I. Recommend an electronic voting system and timer/microphone at the podium. m. Evaluate the lighting in the Council Chamber, so that the cameras inside the Council Chamber can provide optimal quality of video for the broadcasts.

2. AV Design Deliverables
After providing the AV Design Services, the Consultant will provide the following deliverables.
a. Conceptual design with rough order of magnitude including budgetary costs for the entire project.
6 b. Detailed design documents including the following:
a. Wireline or Single Line drawings showing all equipment with connections and cable numbers.
b. Floor plans, reflected ceiling plans, rack elevations, console elevations, furniture layouts, and other drawings showing equipment locations. c. Mounting details for all equipment including but not limited to projectors, monitors, cameras, etc.
d. Broadcast Service Panels (BSP) or Input/Output (I/O) panel design and layouts.
e. Patchbay layout.
f. Network layout.
g. Modular frame layout including card information populated per slot. h. Connector details for nonstandard connectors.
i. IP assignment of all devices.
j. Router I/O sheet.
k. Master cable database that identifies every cable with unique cable number, cable color, connector type, cable number and other identifying information.

I. Identify where power and conduit are required. Note: The City will work with the awarded Consultant for this deliverable.
m. Final bill of materials with item #, quantity, manufacturer, equipment model #, description, price, and extended price.
n. Written technical bid specifications that describes the AV Contractors qualifications, experience, and responsibilities. Include all technical requirements of the project including summary of work, project timeline, product substitution, design changes, RFP response, system description, products, etc.
o. All drawings need to be delivered in AutoCAD and PDF formats. p. All other documents to be delivered in their original format (Visio, Excel, Word, PDF, etc.)

3. AV Project Management Services
Additionally, the Consultant shall provide project management services to assist with the City Hall Audio Visual Equipment Upgrade Project. Project management services may include, but are not limited to, the following tasks:
a. AV Construction Job Walk, RFls, RFQs
After the AV design is finalized, the Consultant will attend the mandatory job walk for the construction of the AV design. The Consultant will work with the City to respond to all Requests for Information (RFls) and Request for Qualifications (RFQs). b. Provide system installation supervision & oversight
Consultant will oversee the installation of the system and ensure the install contractor is meeting the design specification. Consultant will also be available to answer any 7 questions related to the design and/or any changes that need to be made due to field conditions or access restrictions. Consultant's engineer will be onsite for at least four hours per scheduled workday, five days per week for an estimated 4 week install period when the City's Contractor for the City Hall Audio Visual Equipment Upgrade Project is onsite. Additionally, the consultant will be required to be present onsite prior to installation for meetings with General Contractor, AN Contractor, City Staff, c. System testing & commissioning
Consultant will verify all cables meet specification and are properly installed (some of this work may be provided during install phase). Any deficiencies will be provided to the City and A Contractor in a work order form. Consultant will schedule and coordinate all vendor commissioning with AN Contractor and will ensure prerequisites are met prior to vendor coming onsite where applicable (includes voting, control, production switcher & broadcast sub-systems, and lighting systems). d. System training
Consultant will schedule and coordinate all vendor training and will ensure prerequisites are met prior to vendor coming onsite where applicable. Consultant will be onsite for all product training and commissioning with vendors and will perform 7 days of overall system training.
e. Documentation review
Consultant will review as-builts and all final documentation that the AN Contractor delivers to the City.

SECTION III - GENERAL SPECIFICATIONS
A. MANDATORY JOB WALK
Consultants are responsible for familiarizing themselves with the project site. The City will be conducting a mandatory job walk on Tuesday, January 4, 2022 at the City of Laguna Niguel City Hall at 30111 Crown Valley Parkway, Laguna Niguel, CA 92677. All prospective Responders to this RFP must attend this Job Walk.

Job walks shall be scheduled by contacting Bruce Lindemann, Maintenance Services Manager, at [email protected]. Consultants will be provided access to areas including the City Council Chambers, AV Room, and Community Room located at City Hall. The City may decide to provide additional date(s) prior to the RFP Deadline of January 21, 2022, to conduct a mandatory job walk. Any additional dates will be provided in a written addendum and posted on the City website and the City's electronic procurement system (PlanetBids).

SECTION IV - PROPOSAL REQUIREMENTS
8 This RFP is intended to assess each firm's general capabilities as they would apply to the City of Laguna Niguel scope of work. Each firm must address each of the following items in their response to this RFP:

1. Cover letter providing a brief profile of the firm such as the types of services offered; the year founded; number, size, and location of offices; and number of employees. Cover letter shall also include the legal name of company, corporate address, telephone number and email address of the firm's contact person.

2. Description of the firm's background, experience and qualifications in providing similar work and highlight the participation in such work by the proposed staff for this project.

3. A summary (no longer than one page each) of at least three (3) studies similar in subject matter and scope to this Study, including the client agency, the contract term and amount, and a contact person (with telephone number) who may be contacted as a reference.

4. Provide an organization chart that reflects titles of key staff and management contacts of each individual assigned to provide the requested services.

5. An implementation plan that describes in detail (i) the methods, including controls by which your firm or entity manages projects of the type sought by this RFP; (i) methodology for soliciting and documenting views of internal and external stakeholders; (iii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work.

Provide a full description and breakdown of fees for the proposed services by each task described in Section I| - Scope of Services. Provide an hourly rate fee schedule. Hourly rates quoted at the commencement of the project shall remain valid throughout the duration of the project. Fee proposal shall be submitted in a separate file.

An example fee schedule is included in Exhibit B (which is only an example and does not need to be submitted in the Consultant's Proposal). Consultant's Proposal should include most of the elements listed in the example fee schedule.

Detailed description of efforts your firm or entity will undertake to achieve client satisfaction and complete the tasks specified in Section II - Scope of Services.

8. )etailed descriotion ot soecitic tasks vou will require trom Citv stan. exolain wha e resnective roles of City staff and vour staff would be to complete the task specified in Section II - Scope of Services.

9. Consultant shall affirmatively state that they have reviewed and are ready to execute the City's standard form Professional Services Agreement (Exhibit "A"). 9 Consultant shall also affirmatively state they have reviewed the City's insurance checklist (Exhibit"C") where the City requires specific language on the Certificate of Insurance and all related insurance endorsements.

Submittal of a Proposal shall be deemed acceptance of all the terms set forth in this RFP and the sample agreement for protessional services unless the Proposers includes with its Proposal, in writing, any conditions or exceptions requested by the Proposer to the proposed Agreement.

10. Consultant shall complete the Ex Parte Communications Certificate document (Exhibit "D") and Disqualification Questionnaire document (Exhibit "E") and return both documents with their Proposal.

11. The page limit on this qualification package is 20 pages including resumes.

Proposal should be straightforward, concise and provide "layman" explanations of technical terms that are used. Emphasis should be placed on the project understanding and the proposed personnel and their experience relative to the proposed services. Work performed years ago by personnel no longer with the firm is not necessary to include.

SECTION V - EVALUATION OF PROPOSALS
A. EVALUATION CRITERIA
The City of Laguna Niguel will review and evaluate the proposals based on the following criteria:

Proposed Personnel - The experience and qualifications of the proposed personnel and the firm on similar projects. The designated Project Manager must be able to perform as the sole point of contact and provide day to day direction to team members and sub consultants. Expertise, background and availability of the Project Manager and key team members will be evaluated, along with the overall firm's capabilities to meet the additional needs of the City.

Project Approach - The proposed project approach and services that the firm is capable of providing and the firm's approach meets the needs of the City. The consultant understands the tasks and is able to identify potential challenges as well as possible solutions.

Project Controls - The firm's ability to control costs and provide accurate and timely invoices, stay within budget, monitor schedule, and describe the techniques used to complete projects within the proposed time frames. • Client References
• Cost - The proposed fee will be evaluated based on reasonableness of the 10 proposed costs. Costs will be evaluated on costs the City or other comparable public agencies have paid for similar services, and in accordance with what is to be considered with the industry's standard and customary costs for the Services
B. EVALUATION PROCEDURE
An Evaluation Committee, comprised of City staff, will review and score all proposals based on the Evaluation Criteria stated above. Once, proposals have been reviewed and scored, the Fee Schedule package of those proposals under consideration will be opened and reviewed. All proposals under consideration along with their respective fees will be submitted to the Director of Public Works for final determination.

During the evaluation process, the Committee may, at its discretion, request any one or all Consultants to make oral presentations by participating in virtual interview(s). Such all con the eva to on presentations will provide Consultants with an opportunity to answer any questions the Committee may have on their qualification package. Not all Consultants may be asked to make such oral presentations. The interview process will primarily focus on the key personnel proposed by the Consultant to perform work for this City. The City may also request the presence of the Consultant's principal-in-charge, if necessary.

The City reserves the right to retain all proposals submitted. Submission of a proposal indicates the Consultant's acceptance of the conditions contained in this RFP, unless clearly and specifically noted in the qualifications submitted and confirmed in the Agreement between the City and the Consultant selected. All proposals submitted to the City shall become properties of the City and will not be returned. If any information in your proposal is confidential and/or proprietary, please further submit a separate, redacted copy for servicing public records request.

The City reserves the right to reject any or all proposals, in whole or part, to waive any informality in any qualification package, and to accept the qualification package which, in its discretion is in the best interest of the City. Any Consultant may withdraw his proposals, without obligation, at any time prior to the scheduled closing time for receipt of qualifications. A withdrawal will not be effective unless made by written notification and received prior to the closing date.

Consultants who submit a proposal in response to this RFP shall be notified by email regarding the firm who was awarded the contract.

SECTION VI - EXHIBITS
Exhibit A City's Sample Professional Services Agreement Exhibit B Example Fee Schedule
Exhibit C City's Checklist of Insurance Requirements
Exhibit D Ex Parte Communications Certificate (Please Return) Exhibit E Disqualification Questionnaire (Please Return) Exhibit F AV Broadcast Room Drawings
11 EXHIBIT A - CITY'S SAMPLE PROFESSIONAL SERVICES AGREEMENT

AGREEMENT FOR PROFESSIONAL SERVICES
(PUBLIC WORKS DEPARTMENT)
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into the , 20_, by and between the
City of Laguna Niguel, a municipal corporation, hereinafter the "City", and [Company hereinafter the "Consultant".

RECIIALS:

A. The City desires to contract with selected professional consultants to provide professional [architectural/engineering/special inspection & testing services to support the Public Works Department in the following categories: 1) Design Engineering, 2) Plan Checking; 3) Project and Program Management and 4) Construction Management and/or Inspection Services.]
B. The City circulated a Request for Proposals for the above-described professional services on , 20_
C. Consultant submitted a proposal to City to provide the above-described professional services dated _ 20_
D. City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant's proposed cost, staff has determined that an agreement to provide the required services should be awarded to Consultant.

The City desires to enter into an agreement with Consultant for the above- described professional services.

AGREEMENI:

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual promises and covenants herein contained, the parties hereto agree as follows:

Services to be Performed by Consultant. Consultant agrees to perform the professional services for City and to prepare and deliver the work products to City, in a manner satisfactory to City, as described in the Scope of Services ("Scope of Services") which is attached hereto as Exhibit "A."
Additional or Different Services. Any proposed changes in the Scope of Services which are the subject of this Agreement shall be made only by written amendment to this Agreement.
2494671v413018-0008\2494671v4.doc Feb. 2021 Version

3. Term. This Agreement shall become effective on the date stated above and will continue in effect [for a period of ) days thereafter] [or until the work required by this Agreement is completed] subject to termination as provided in paragraph 27, except the indemnification provisions contained in paragraph 18 shall remain in full force and effect after the Agreement is terminated. The parties may mutually agree in writing to extend the Term of the Agreement.

4. Payment.

B. Invoices. Upon submission of each invoice, if the City is satisfied that the Consultant has performed the services described therein, the City shall promptly approve the invoice, in which event, payment shall be made within 30 days of receipt of the invoice by the City. Such approval shall not be unreasonably withheld.

5. Ownership of Documents and Drawings. All original drawings, plans, designs, reports, notes, calculations, maps, and other documents developed during the course of Consultant providing the professional services required by the Scope of Services shall be the property of the City and shall be provided by Consultant to City upon their completion and payment of relevant invoices, or in the event the Agreement is terminated prior to completion, Consultant shall provide all work in progress, subject to payment of relevant invoices. Further, even if this Agreement is terminated, said documents shall be the property of the City and may be used by City as it determines appropriate. Reuse or modification of any such documents by the City for purposes outside of the Scope of Services set forth in this Agreement, without Consultant's written permission, shall be at City's sole risk, and City agrees to indemnify and hold Consultant harmless from all claims, damages, and expenses, including attorney's fees, arising out of such reuse by City or others acting through City; however City shall not be liable for any unauthorized use by third parties.

6. Time is of the Essence. Consultant agrees to perform the services and deliver the work products provided for herein in strict accordance with any schedules set forth in the attached Exhibit"C" (Schedule of Performance). Notwithstanding any other provisions of this Agreement, the Consultant shall not have liability for, or be deemed in breach of delays caused by, any factor outside of its reasonable control, including but not limited to natural disasters, adverse weather, or acts of the City, third parties, or other governmental agencies.

Consultant to Supply Instrumentalities. Consultant shall supply all instrumentalities required to perform the services under this Agreement. 2494671v413018-000812494671v4.doc Feb. 2021 Version
Licenses: Standard of Care
Qualifications. Consultant represents and agrees that all personnel engaged by Consultant in performing services are and shall be fully qualified and are authorized or permitted under state and local law to perform such services. Consultant represents and warrants to City that it has all licenses, permits, qualifications, and approvals required of its profession to provide the services and work required to be performed by this Agreement. Consultant further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement.

B. Standard of Care. Consultant shall perform the services under this Agreement in a skillful and competent manner. The Consultant shall be responsible to City for any errors or omissions in the performance of work pursuant to this Agreement.

Should any errors caused by Consultant be found in such services or products, Consultant shall correct the errors at no additional charge to City by redoing the professional work and/or revising the work products) called for in the Scope of Services to eliminate the errors.

9. Legal Responsibilities. Consultant shall keep itself informed of all State and Federal laws and regulations which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations. City, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

10. Prevailing Wages.

A. Public Works. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR ) implementing such statutes. Therefore, as to those services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the rules and regulations established by the DIR implementing such statutes as though set forth in full herein.

B. Contracts. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of paragraph A of this Section.

C. Registration with DIR. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. 2494671v413018-0008\2494671v4.doc Feb. 2021 Version
Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If the Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City.

D. Compliance Monitoring. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR.

Consultant shall post job site notices, as prescribed by DIR regulations.

E. Copies of Per Diem Wages. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.

F. Penalties. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.

G. Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: (1) keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; (2) certify and make such payroll records available for inspection as provided by Section 1776; and (3) inform City of the location of the records.

H. Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

Debarment or Suspension. The Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. The Consultant and Subcontractors shall not be debarred or 2494671v413018-0008\2494671v4.doc Feb. 2021 Version
suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If the Consultant or any subcontractor becomes debarred or suspended during the duration of the project, the Consultant shall immediately notify City.

Overtime. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

K. Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."
L. Subcontractors. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions.

Consultant shall be required to take all actions necessary to enforce such contractual orovisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure.

Indemnification. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions arising out of the payment of prevailing wages 2494671v413018-0008\2494671v4.doc Feb. 2021 Version
by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement.

11. Non-Assignability. Neither this Agreement nor any rights, title, interest, duties or obligations under this Agreement may be assigned, transferred, conveyed or otherwise disposed of by Consultant without the prior written consent of City.

12. Subcontracting Subject to Approval. Consultant may not subcontract any portior of the work required by this Agreement to other persons or firms unless Consultant firsi obtains the written consent of City to engage in such subcontracting.

13. Independent Consultant. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither the City nor any of its officers, employees, or agents, shall have control over the conduct of the Consultant or any of the Consultant's officers, employees, or agents. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents, are officers, employees, or agents, of the City. Except as specified in writing by City, Consultant shall have no authority, expressed or implied, to act on behalf of City, and Consultant shall have no authority, expressed or implied, to incur any obligation or liability against the City.

Consultant shall be responsible for and pay all taxes and other payments for Consultant and its employees for Federal and State income taxes, including withholding of taxes, Social Security, worker's compensation insurance, State disability insurance, unemployment insurance, and all other similar items.

14. Administration. This Agreement will be administered by the Public Works Department. The Public Works Director or his or her designee shall be considered the Project Manager and shall have the authority to act for the City under this Agreement.

The Project Manager shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement.

15. Progress. Consultant is responsible to keep the Project Manager informed on a regular basis regarding the status and progress of the work being performed pursuant to this Agreement.

16. Cooperation of City. City agrees to comply with all reasonable requests of Consultant and provide access to all documents reasonably necessary for the performance of Consultant's duties under this Agreement.

17. Confidentiality. No news releases, including photographs, public announcements, or contirmations of the same, of any part of the work being performed pursuant to this Agreement shall be made without prior written approval of the City. The information which results from performing the services required by this Agreement is to be kept confidential unless the release of information is authorized by the City. 2494671v413018-0008\2494671v4.doc Feb. 2021 Version

18. Conflicts of Interest. Consultant represents that it is not currently engaged in and has not contracted to perform work on the behalf of any party or parties whose interests are or would reasonably appear to be adverse to those of City. In the event that Consultant should discover that it has represented, is representing or is being requested to perform work for a party or parties with interests adverse to those of City, Consultant shall immediately notify City in writing of such situation. Said notification requirement shall apply to all work performed by Consultant for another party or parties, with interests adverse to those of City, on a subcontract as well as on a contract or other basis. Further, the Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall comply with all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by the City. Consultant agrees not to provide services within the City boundaries for any other public or private entities without prior written approval from City.

19. Indemnification.

A. General Indemnity. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent consultant in the role of City officials (collectively "Indemnitees"), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.

For Design Professional Services. If Consultant's services hereunder include the performance of professional services by a "design professional," as the term is defined under California Civil Code § 2782.8(c), then to the fullest extent permitted by 2494671v413018-0008\2494671v4.doc Feb. 2021 Version
law, Consultant shall, at its sole cost and expense, indemnify and hold harmless the Indemnitees, and each of them, from and against any and all Liabilities, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense, whether actual, alleged or threatened, to the extent arising out of, pertaining to, or relating to, in whole or in part, the negligence, recklessness or willful misconduct of the Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual for whom the Consultant shall bear legal liability) in the performance of design professional services under this Agreement.

Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant, exceed Consultant's proportionate percentage of fault.

C. Subconsultants. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement.

D. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.

E. Survival and Offset. The provisions of this Section 19 shall survive the - termination of this Agreement. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph.

20. Liability Insurance.

A. Insurance Policies. Without limiting Consultant's indemnification of City as described in paragraph 19, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement policy or policies of liability insurance of the type and amounts described below and satisfactory to the City Attorney. Such policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and must be filed with the City prior to exercising any right or performing any work pursuant to this Agreement.

B. Named Additional Insured. The City of Laguna Niguel and its Council members, officers, officials, employees, agents, and volunteers shall be named as additional insureds under the policies required by subparagraphs General and Auto Insurances for all liability arising from Consultant's performance of services pursuant to this Agreement. This 2494671v413018-000812494671v4.doc Feb. 2021 Version
insurance shall be primary to any insurance maintained by the City. City insurance shall not contribute to any judgment rendered against the City.

C Insurance Coverage. Prior to the commencement of any services hereunder, Consultant shall provide to City certificates of insurance with original endorsements, and copies of policies, if requested by City, of the following insurance coverage:
1) 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 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 Work 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.
3) 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.
4) Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). 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.
5) Cyberliability Insurance. Consultant shall maintain cyberliability insurance in the amount of $5,000,000.00 per occurrence providing protection against claims and liabilities arising from: (i) errors and omissions in connection with maintaining security of City Data; (i) data breach including theft, destruction, and/or unauthorized use of City Data; (iii) identity theft; and (iv) violation of privacy rights due to a breach of City Data.

D. Waiver of subrogation. 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 2494671y413018-0008\2494671v4.doc Feb. 2021 Version
waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultant.

E. Duration of coverage. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subcontractors.

F. Primary/noncontributing. 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 the City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured.

G City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

H. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager.

1. Enforcement of contract provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

J. Requirements not limiting. Requirements of specific coverage features, or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

K. Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for 2494671v413018-0008\2494671v4.doc Feb. 2021 Version
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

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

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

N. Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

O. Pass Through Clause. Consultant agrees to ensure that its subcontractor, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subconsultant, and others engaged in the project will be submitted to City for review.

P. City's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation.

Q. Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.

S. Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 2494671v413018-000812494671v4.doc Feb. 2021 Version

21. Nondiscrimination by Consultant. Consultant represents and agrees that Consultant, its affiliates, subsidiaries, or holding companies do not and will not discriminate against any subcontractor, consultant, employee, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or any protected class or basis prohibited by law. Such nondiscrimination shall include, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

22. City's Rights to Employ Other Consultants. City reserves the right to employ other consultants in connection with the subject matter of the Scope of Services.

23. Consultant's Records. Consultant shall keep records and invoices in connection with it work performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records.

Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

24. Notices. Every notice, demand or request (hereinafter described in this Section as a "Notice") that is given by either party to the other under or in connection with this Agreement shall be in writing, and shall be given: (i) by email, to the applicable email address specified below; or (i) by United States certified mail, postage prepaid, return receipt requested, or by same-day or overnight reputable private courier, addressed to the party to be served at its address below. Either party may change its email address for Notices, or its address for Notices, by a Notice given in accordance with this Section. Notices shall be deemed to have been delivered: (i) if sent by email, on the next business day, provided the sender's email system confirms has been delivered or does not indicate that delivery did not occur, as applicable; (il) if sent by certified mail, three (3) days after deposit into the U.S. mail; and (iii) if sent by private courier, one business day after deposit with the courier for overnight delivery (unless the delivery service indicates to the sender that delivery has not occurred, in which case delivery shall be deemed to occur when the delivery service indicates to the sender that it has actually occurred).

CITY: City of Laguna Niguel
Attn: Public Works Director
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Email:

CONSULTANT: Company Name
2494671v413018-0008\2494671v4.doc Feb. 2021 Version
Attn: Name
Business Mailing Address
City, State, Zip Code
Email:

25. Entire Agreement. This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services described in Scope of Services hereto by Consultant for City and contains all of the covenants and agreements between the parties with respect to the rendering of such services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made with regard to such services by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise regarding such services not contained in this Agreement shall be valid or binding. Any modification or amendment of this Agreement will be effective only if it is in writing and signed by both parties to this Agreement.

26. Exhibits. The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this reference as though set forth in full in the Agreement.

27. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. Any legal action in which enforcement of the terms and conditions of this Agreement is requested, or in which it is alleged that a breach of this Agreement has taken place, shall be filed and prosecuted in the County of Orange, California.

28. Termination. City may terminate this Agreement, without cause or penalty, by providing written notice to the Consultant that the Agreement is terminated. Said written notice shall be provided at least fifteen (15) days in advance of the termination date.

Unless terminated as provided herein, this Agreement shall continue in effect for the period set forth in Section 3.

29. Breach of Agreement. If Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance.

In the event that Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity, or under this Agreement. The failure of City to object to any default in the performance of the terms and conditions of this Agreement shall not constitute a waiver of either that term or condition or any other term or condition of this Agreement.

30. Attorney Fees. If any legal proceeding, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will 2494671v413018-0008\2494671v4.doc Feb. 2021 Version
be entitled to reasonable attorney's fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

Successors and Assigns. The terms and conditions of this Agreement shall be binding on the successors and assigns of the parties to this Agreement.

Authority to Sign. The person(s) executing this Agreement on behalf of the Consultant warrants and represents that they the authority to execute this Agreement on behalf of the Consultant and have the authority to bind the Consultant to the performance of the obligations hereunder.
2494671v413018-0008\2494671v4.doc Feb. 2021 Version
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
"CITY"

CITY OF LAGUNA NIGUEL
By: _
Tamara S. Letourneau
City Manager
ATTEST:

Eileen C. Gomez,
City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE

CITY OF LAGUNA NIGUEL,

CALIFORNIA
Kevin G. Ennis
City Attorney
"CONSULTANT"

COMPANY NAME
By: _
Print Name:

Title:

By:

Print Name:

Title:
2494671v413018-0008\2494671v4.doc Feb. 2021 Version
EXHIBIT "A"

SCOPE OF SERVICES
2494671v413018-0008\2494671v4.doc Feb. 2021 Version
EXHIBIT "B"

COMPENSATION
[The method of compensation may include: (i) a lump sum payment upon completion of the services, (i) payment in accordance with specified tasks or the percentage of completion of the services, iiii) payment for time and materials based upon Consultant's rates, provided that time estimates are provided for the performance of sub tasks, but not exceeding the not-to-exceed sum or (iv) such other methods as may be agreed upon between the parties.]
2494671v413018-0008\2494671v4.doc Feb. 2021 Version
EXHIBIT "C"

SCHEDULE OF PERFORMANCE
2494671y413018-0008\2494671v4.doc Feb. 2021 Version

INSTRUCTIONS FOR USE
[DELETE THIS PAGE PRIOR TO USE OF THIS AGREEMENT]
This template is designed for use for Professional Services Agreements (Public Works Department) that are funded by the general fund. Agreements that involve state, federal, or other grant funding will likely require different and/or additional provisions. So, check for those special provisions and include them where appropriate.

2. Any deviation in the substantive provisions of this template requires prior approval by the Office of the City Attorney. Any deviation in Sections 19 and 20 (Indemnification and Insurance) also requires approval by the Risk Manager.

Insert name of contracting party in title and fill in all blanks - EXCEPT leave date blank. Date will be filled in by hand upon complete execution of the Agreement. Be sure to include the type of entity (for the contracting party). a. If contracting party is a limited liability company, limited partnership, or corporation, state type of entity and where they are incorporated or organized.

If contracting party is an individual with a business name (which is not a corporation, limited partnership, or limited liability company) state the individual's name DBA the business name. Example: John Doe DBA Acme Equipment.

4. In the Recitals, delete references to types of services that are inapplicable.

5. Modify Section 3 to reflect the term of the Agreement.

6. If the services are not public works projects and do not require payment of prevailing wages, Section 10 Prevailing Wages, may be deleted.

Cyberliability insurance is optional depending on whether Consultant will hold confidential City data.

8. Staff or the Consultant should prepare Exhibit A. The Consultant's proposal should not, in its entirety, be used for this purpose unless the City agrees with its provisions and sees no ambiguity or reason to change it. It is preferable for City Staff to prepare an Exhibit A that is worded precisely and completely the way the City prefers rather than attaching pages from the Consultant's proposal. However, if the Consultant's proposal is precise and complete and does not contain extraneous text or sections, it may be used as a page or pages of Exhibit A.

9. Modify Exhibit B Compensation to reflect the method of payment.

10. In some cases, liquidated damages may be an appropriate remedy. If so, include a new Section:

Liquidated Damages. Since the determination of actual damages for any delay in 2494671y413018-000812494671v4.doc Feb. 2021 Version
performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Consultant shall be liable for and shall pay to City the sum of ($_00) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance. City may withhold from any monies payable on account of services performed by Consultant any accrued liquidated damages. Liquidated damages are the related reasonable damages that the parties anticipate will flow from a breach of a specific obligation. The amount must be a reasonable approximation of the damages that the parties anticipate will flow from a breach of a specific obligation, and cannot be a penalty. 2494671v413018-0008\2494671v4.doc Feb. 2021 Version

EXHIBIT B - EXAMPLE FEE SCHEDULE
Itemized Project Costs:
# of Hours
Hourly to Total Overtime
Task Rate Complete Cost Rate
the Task

1. Design Services

2. AV Design Deliverables

3. Project Management Services:
a. System Installation Supervision &
b. System Testing & Commissioning
c. System Training
d. Documentation Review
Total
Hourly Rates for Additional Work:

Job Classification Hourly Rate

EXHIBIT C - CITY'S CHECKLIST OF INSURANCE REQUIREMENTS

CITY OF LAGUNA NIGUEL

CHECKLIST FOR INSURANCE REQUIREMENTS

CERTIFICATE OF INSURANCE (COI)
Requirement Comments Yes or No
Entity Name & COl Date Entity name on Agreement should exactly match the Name Insured on COI.

Certificate of Insurance Date Date on COl must be within 4 weeks of the start of contract. (new contracts only)
Certificate of Insurance is signed Confirm that COl is signed (authorized signature).

Please note: Acceptable Insurers* will be confirmed by Risk Management.

INSURANCE POLICY REQUIREMENTS
Coverage Requirements Yes or No
Commercial General Liability
Limits of Insurance Coverage compliance per the Agreement.

Effective Policy Dates Policy effective start and end date are valid.

Additional Insured (Al)* 1. Often just typed on the COl

2. Check to make sure that the Al endorsement provides the required wording Waiver of Subrogation* ubmitted as a separate endorsement or included as part of the dorsemel
Primary, Non-Contributing* endorsement a separate endorsement o included a part of the Af Notice of Cancellation* Submitted on the COl or included on the endorsement from insurance carrier.

Auto Liability
Limits of Insurance Coverage compliance per the Agreement.

Effective Policy Dates Policy effective start and end date are valid.

Owned, Hired, Non-Owned Check the following boxes: Any/all auto or all owned, hired, borrowed.

Additional Insured (Al)* 1. Often just typed on the COl.

2. Check to make sure that the Al endorsement provides the required wording.

Waiver of Subrogation* Submitted as part of a "broadening" endorsement.

Primary, Non-Contributing* Submitted as part of a "broadening" endorsement.

Notice of Cancellation* Submitted on the COl or included on the endorsement from insurance carrier.

Workers' Compensation
Effective Policy Dates Policy effective start and end date are valid.

Waiver of Subrogation* Submitted as a separate document with the COl.

Notice of Cancellation* Submitted on the COl or included on the endorsement from insurance carrier.

Excess Liability (only if required by Agreement)
Limits of Insurance Coverage compliance per the Agreement.

Effective Policy Dates Policy effective start and end date are valid.

Additional Insured (A)* 1. Often just typed on the COl

2. Check to make sure that the Al endorsement provides the required wording Waiver of Subrogation* Submitted as a separate endorsement or included as part of the Al endorsement.

Primary, Non-Contributing" Submitted as a separate endorsement or included as part of the Al endorsement.

Notice of Cancellation* Submitted on the COl or included on the endorsement from insurance carrier.

Professional Liability (only if required by Agreement)
Limits of Insurance Coverage compliance per the Agreement.

Effective Policy Dates Policy effective start and end date are valid.

Additional Insured (A) 2. Check to make sure that the A endorsement provides the required wording.

Notice of Cancellation* Submitted on the COl or included on the endorsement from insurance carier. *See reverse side for detailed definitions.
** If, for any reason, the insurance requirements are not attainable, please contact Risk Management for the possibility of waiving the requirements).

Revised Date: 11/10/20

EXHIBIT D - EX PARTE COMMUNICATIONS CERTIFICATE (PLEASE RETURN)

EX PARTE COMMUNICATIONS

CERTIFICATION
Please indicate by signing below one of the following two statements. Only sign one statement.

I certify that Consultant and Consultant's representatives have not had any communication with a City Council Member concerning the RFP for AUDIOVISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES at any time after December 17, 2021.

Signature Date
Printed Name
OR
Statement Two
I certify that Consultant and Consultant's representatives have communicated after December 17, 2021 with a City Council Member concerning the RFP for AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES. A copy of all such communications is attached to this form for public distribution.

Signature Date
Printed Name

EXHIBIT E - DISQUALIFICATION QUESTIONNAIRE (PLEASE RETURN)

DISQUALIFICATION QUESTIONNAIRE
The Consultant shall complete the following questionnaire:

Has the Consultant, any officer of the Consultant, or any employee of the Consultant who has proprietary interest in the Consultant, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or safety regulation? Yes_ No
If the answer is yes, explain the circumstances in the following space:

Signature Date
Printed Name

EXHIBIT F - AV BROADCAST ROOM DRAWINGS
LAGUNA NIGUEL CITY HALL CCTV Systems
30111 CROWN VALLEY PARKWAY DIGITAL NETWORKS 1 GODDARD IRVINE, CA 9261 349) 428-6333 FAX: (949) 428-63:

LAGUNA NIGUEL, CA 92677
Modis Rotrioral GROU
DWG # TITLE REV DATE Wiroleas Network
AV0.0O DRAWING SCHEDULE 02/04/2011
AVO.01 AV SYSTEM WIRING LEGEND 02/04/2011
AV0.02 CUSTOM PLATE DETAIL 02/04/2011
AV1.12 AV SYSTEM FACILTIES PLAN 02/04/2011 SURVITIALS/KEV.SIONE AV SYSTEM FACILITES PLAN 02/04/2011 Structured Cabling
AV1.13 PREI MINARY
AV1.15 AV SYSTEM FACILITIES PLAN 02/04/2011
AV1.17 AV SYSTEM FACILITIES PLAN 02/04/2011
02/04/2011 273111
AV1.19 AV SYSTEM FACILITIES PLAN
AV1.20 AV SYSTEM FACILITIES PLAN 02/04/2011
AV1.21 AV SYSTEM FACILITIES PLAN 02/04/2011
AV3.01 COUNCIL CHAMBERS - AUDIO WIRING DIAGRAM 02/04/2011 Audio / Vaul AV3.02 COUNCIL CHAMBERS - VIDEO WIRING DIAGRAM 02/04/2011 AV3.03 COUNCIL CHAMBERS - CONTROL WIRING DIAGRAM 02/04/2011 AV3.04 BROADCAST / PRODUCTION - AUDIO WIRING DIAGRAM 02/04/2011 Digital CCTV AUDIO VISUAL/BROADCAST EQUIPMENT
AV3.05A BROADCAST / PRODUCTION - VIDEO WIRING DIAGRAM 02/04/2011

LAGUNA NIGUEL CITY HALL
AV3.05B BROADCAST / PRODUCTION - CONTROL WIRING DIAGRAM 02/04/2011 AV3.06 COMMUNITY RM / EOC - AV WIRING DIAGRAM 02/04/2011 AV3.07 OUTDOOR COURTYARD - AUDIO WIRING DIAGRAM 02/04/2011 AV3.08 02/04/2011
Video Conferencing
AV3.09 PICALS WIRING DIAGRAMS 02/04/2011
30 x+4
AV3.10 RM 135 & LOUNGE 213 - AY WIRING DIAGRAMS 02/04/2011 DATE 11-15-10 AV4.01 COUNCIL CHAMBERS - RACK ELEVATION 02/04/2011
COMMUNITY RM / EOC - RACK ELEVATION 02/04/2011 PROJ NS 100951 AV4.03 spratrior
AV: CA OUTANOR COURTYARD - RACK ELFVATION 02/04/7011
9 PREUNНОЗ МАНИМО КОК СОНІНИСЮ
Notwor STET NO
AV0.00

FROM OUTPUT
NOTES:
13 21,
SCALE: NTS 9=199 SCALE: NTS AUDIO WIRING LEGEND 18 14 22. N TO INPUT 19, 15. 11 11
CRESTRON CONTROL WIRING LEGEND 25 23 20, 16, 12 12 10, 4, .... 24 *

FROM OLTIPLY
- E - E 12:0 cr 5 E
132 = 3090 1150B02 10,2 cBaa) 75 ani 2 = CAU

TO INPUT
UTPUT

25.5E 235
SCALE: NTS 24% 0GE 2251) 215.Ir B630 20,5 C... 19,5 I ·18=40 617EUC 155c B000 142280401 FOR VIDEO OR SDI SIGNALS BNC MALE TO BNC MALE HI-RES COAXIAL CABLE- ... 82 10 J-D-
то =
siti

TO INPLY

DRAWING STATUS
Notwork Indegration Video Conferencing Digital CCTV Audio / Viaua Structured Cabling Wreless Notwort Modie Retrieval CCTV System

SUBMITIALS/REVISIONS
DIT* LAGUNA NIGUEL CITY HALL PRELUINART
AUDIO VISUAL/BROADCAST EQUIPMENT 214903800 PlanNet DIGITAL NETWORKS AV0.01
31-15-10 11 GODDARD IRVINE. CA 92618
NTS (949) 428-6333 FAX: (949) 428-6334
CCTV Systoma
DIGITAL NETWORKS 1 GODDARD IRVINE, CA 9261 349) 428-6333 FAX: (949) 428-63:

Modia Retroval GROUP
@
EXTRON AAP 102 (AAP3.X) - COMMUNITY ROOM FLOORBOX
CUSTOM PLATE DETAIL. - COUNCIL CHAMBERS SCALE: 1:1
SCALE 1:1
Wimless Notwork
PE®
Structured Cabling SUBMIT ALS/RE VISIONS
Estron

EVERE PRIMINARY

OOM FLOORBOX

SCALE PLATE DETAL - COURTYARD
Aucão / Visual
Dietel CCTV LAGUNA NIGUEL CITY HALL AUDIO VISUAL/BROADCAST EQUIPMENT EXTRON AAP (TBO) (AAP5-X) - COMMUNITY ROOM FLOORBOX
ERE AP 102 (AAPI- - COUOL CHAMBERS FLOORBOX SCALE: 1:1
Video Confaroncing

AS NOTED
11-15-10
S7, CS-E
Extran
100953
DRAVING STATUS Notwark Indooratrion EXUSTOM PIATE OFTAR EXTRON AAP (TBO; (AAPG-X) - TYPICAL OF EACH ROOM FLOORBOX 4 SCALE LAP 102 AAP2-X COUNCIL CHAMBERS FLOOREON
SCALE: 1:1
AV0.02

DRAWING STATUS
2 REFER TO 02/AV2 202

AV RACKIES
10F89 (LEm)
CAMERA FUTURE AV RACK#2-

FOZ (CTRO
FBI (RIGHT) **
COUNCIL CHAMBERS AV INFRASTRUCTURE PLAN WE 1 AV RACK)
10000000000000000000000001

BACK DOX S
Network integration Video Corterencing Doc CCTV Audio / Visua Structured Cabling Wholess Network Media Retrieval CCTV Systems

ING SUBVIT TALS/REVISIONS
1 1/31/11 PELMINARY

LAGUNA NIGUEL CITY HALL DIGITAL NETWORKS
AV1.12 IAFRAGTRUCTURE PLAN DIO VISUAL SYSTEN AUDIO VISUAL/BROADCAST EQUIPMENT PlanNet GROUP.

ST.. CIS-C 11-15-10 AS NOTED 11 GODDARD IRVINE, CA 92618 100053 COUNCIL CHAMBERS (949) 428-8333 FAX: (949) 428-6334

ORATINO STATUS
ISEM
1SVA
WW05
COMMUNITY ROOM AV EQUIPMENT PLAN 1211
00000
000000000000000000000000/
- one
Notwork Intogratrior Video Conterencing Diotal CCTV Audio / Visum Structured Cabling Wirinss Notwork Modie Rotrieval CCTV System

DIVO SUBVITIALS /REVSIONS
ON плE LAGUNA NIGUEL CITY HALL 1731/11 PRELIMINARY

AUDIO VISUAL/BROADCAST EQUIPMENT DIGITAL NETWORKS
GROUP. IN C.

S5eO01 7-515 5 31-51-31 171ON ST COMMUNITY ROOM 11 GODDARD IRVINE, CA 92618 949) 428-6333 FAX: (949) 428-6334
ANYOND FOM NOTALATOR • PRELA INOT APPROVED FOR COMETMUCTI DRAWING STATUS

RECEPTICAST
AV INFRASTRUCTURE PLAN Wal1 AV EQUIPMENT PLAN a
0000000
0000000000000000000
9158-0 -00. 0
Notwork Integration Video Conteroncing Digtal CCTV Audio / Visua Structured Cabling Wiroless Notwork Modie Retroval CCTV Syrsame

SUBUITALS/KEVISIONS
131/1 PATTIMALARY

LAGUNA NIGUEL CITY HALL

DIGITAL NETWORKS
AV1.15 INFRASTRUCTURE PLAN AUDIO VISUAL SYSTEM ST. CIS-C AUDIO VISUAL/BROADCAST EQUIPMENT 214029901 PlanNet GROUP N C 15m15-11 LOBBY PREFUNCTION AND VESTIBULE 11 GODDARD IRVINE, CA 92618 100953 (949) 428-8333 FAX: (949) 428-6334
1 DRAWING STATUS
CITY MANAGER CONEERENCE ROOM AV INFRASTRUCTUREPLAN wa 2 24:028
CITY MANAGER CONFERENCE ROOM AV EQUIPMENT PLAN CITY MANAGER CONFERENCE ROOM ELEVATION 2 3 0000000000000000000U00001
00-110
BACK BOT S5 GENERAL NOIES
Audio / Visua Structured Cabling Woloss Notwork Modie Ratriovai CCTV Systema Notwork Integration Vidoo Conferencing Digital CCTV
SUSMILTALS NEVISION!
1/3:711 DaFt MINARY

CHET NO LAGUNA NIGUEL CITY HALL
AV1.17 INFRASTRUCTURE PLAN AUDIO VISUAL/BROADCAST EQUIPMENT PlanNet VISUAL SYSTEM 11 GODDARD IRVINE. CA 92611
st. Cis-C AS NOTED CITY MANAGER CONFERENCE ROOM 2404286333 FAX: (949) 428-6334

DRAWING STATUS
ROOM 213 DISPLAY AV INFRASTRUCTURE PLAN
ROOM 135 DISPLAY ELEVATIONS|**|3| ROOM 135 DISPLAY AV INFRASTRUCTURE PLAN |2 ROOM 135 DISPLAY AV EQUIPMENT PLAN 52|1 ROOM 213 DISPLAY AV EQUIPMENT PLAN F
0000001
SET-
BACK 6OX 55% T SYMKA LEGEND
Digital CCTV Audio / Viaus Structured Cabling Wiroless Network Modie Rotloval CCTV Systoms Video Conferencing

STEN TALS KEVISION'S

PREMINARY
| LAGUNA NIGUEL CITY HALL Consulting SISTEN DESONE DIGITAL NETWORKS AV1.19 INFRASTRUCTURF PLAN AUDIO VISUAL/BROADCAST EQUIPMENT PlanNet GROUP. IN C ST, CTS-0 11 GODDARD IRVINE, CA 92618
100953 AS NOTED ROOMS 213 & 135 949) 428-8333 FAX: (949) 428-6334

ELM NOT APRONED FOR CONTRUCTION DRAWING STATUS
ROOM 219 DISPLAY ELEVATIONS 3 ROOM 219 DISPLAY AV INFRASTRUCTURE PLAN a 2 ROOM 219 DISPLAY AV EQUIPMENT PLAN 1 ROOM 203 DISPLAY ELEVATIONS » 6 ROOM 203 DISPLAY AV INFRASTRUCTURE PLAN * 5 ROOM 203 DISPLAY AV EQUIPMENT PLAN :
000000000 0• • a • O
000000000000000000000000/
пАстом ісААа ник! BACK BOX SOMEOULE AV CONDUIT NOTES

SENERAL NOTES
Network Intogratrion Video Canterunding Dipital CCTV Audio / Visua Structurod Cabling Medle Retrievel CCTV Syatama

SUBMITIALS/NEVISONS
STRE
SEEINO 1/31718 PRETIMINARY

LAGUNA NIGUEL CITY HALL
AV1.20 INFRASTRUCTURE PLAS AUDIO VISUAL/BROADCAST EQUIPMENT 100953 IS NOTEG ROOMS 203 & 219 11 GODDARD IRVINE, CA 92618 (949) 428-6333 FAX: (949) 428-6334

ORAMING STATUS

HOT RAK
2 A .. 8 'COFTREN.
58:

AMPHITHEATER
ZONE 3 COURTYARD ZONE 2 ZONE 1
PA

PA PA XK
PA
QUIDOOR COURTYARD AUDIO INFRASTRUCTURE bk| 1
O D D
00000000°00000000000MПоu}

BACA BOR SOMEANT
Video Condorenoins Diges CCTV Audlo / Vipua Seuctured Cabing Wirsibe Mode Rovieval CCTV Bystam

SJOMITTALS/REVISIONE
E LAGUNA NIGUEL CITY HALL 102/11 PASI MNARY
HCET.NO
AV1.21 NFRASTRUCTURE PLAN AUDIO VISUAL SYSTEM AUDIO VISUAL/BROADCAST EQUIPMENT 714 982 580 PlanNet R O

51. CIS-E A5 NOTE 11 GODDARD IRVINE, CA 9261
OUTDOOR COURTYARD 949) 428-6333 FAX: (949) 428-633
CONCE CHANBOTCEUNO "
LINPHO CO ION NATALLAION O PRE:MINOT AMROVEO HOH COMSIRLACTION SATRO StATUL Audio / Visua Structurod Cabling Wiroleas Norwork Hodle Retrierral CCTV Systomt Network Intogratror Dicitai CCTV

SMTTAL /REMSONS

PROI NO PREI SUNARY
arr c sara martonoa cos LAGUNA NIGUEL CITY HALL
AV3.01 VISUAL SYSTEN AUDIO VISUAL/BROADCAST EQUIPMENT 14 082 380 PlanNet 11 GODDARD IRVINE, CA 92618
COUNCIL CHAMBER 949) 428-6333 FAX: (949) 428-6334
MOVED IOR CORSTRCION CELERAS FOURTEN: RICT INDU
Diattal CCTV Audlo / Visua Structured Cabing Media Retrieval CCTV Systema Vino Comi

SJBUITTALS REVISIONS

FEELINARY

LAGUNA NIGUEL CITY HALL DIGITAL NETWORKS
AV3.02 DEO WIRING DIAGN DIO VISUAL SYSTEM AUDIO VISUAL/BROADCAST EQUIPMENT PlanNet GROUP IN C be 450 11 GODDARD IRVINE, CA 92618
COUNCIL CHAMBER (949) 428-6333 FAX: (949) 428-6334
deo Corderenong
Aude/Vous
Structured Caoling
Wiroless Notwork
LAGUNA NIGUEL CITY HALL Modle Retrievel CCTV Systerna

AUDIO VISUAL/BROA DCAST EQUIPMENT
PlanNet
GROUP
COUNCIL CHAMBER 11 GODDARD IRVINE, CA 92618
(949) 428-6333 FAX: (949) 428-633
Polit
cCC®
Melila
* MILN I NOT APPROO NOR TRLCTON DRAWING STATUS
Notark: Video Conterencing Digibal CCTV Audio / Vaua Structured Cabing an Antenn Medle Retrieval CCTV Systeme

SUBMITTALS /KEVISIONS
SHEET NO H02 N DM• 8 LAGUNA NIGUEL CITY HALL PREL MNARY

AUDIO WRING OUGRA DIGITAL NETWORKS

AUDIO VISUAL/BROADCAST EQUIPMENT GROU
AV3.04
S.T. CTS- C , Sette 450 11 GODDARD IRVINE, CA 92618
NIS $ BROADCAST / PRODUCTION (949) 428-6333 FAX: (949) 428-6334 ONE INTONIO 71F
15095

DRAWING STATUS
Video Conferending Digtal CCTV Audo / Visual Structured Cabling Wiroles& Network Modia Ratroval CCTV Systome

SIBM TIALS /HEVSONS
LAGUNA NIGUEL CITY HALL 2/3/11 PAMARY
newcom
VIDEO WIRING DLAGRAN AUDIO VISUAL/BROADCAST EQUIPMENT PlanNet BROADCAST / PRODUCTION 11 GODDARD IRVINE, CA 92618
949) 428-8333 FAX: (949) 428-6334
i enemy ei
118883
0003

ORATING STATUS
Notwork Integratrion Video Conferencing Digtel CCTV Audio / Visual Strudured Cabling Wireless Nobwork Modie Rotrieval CCTV Systoma

SUBM TIMES /HE VISIONS

SHEET NO LAGUNA NIGUEL CITY HALL
PlanNet SISTEN DESOR DIGITAL NETWORKS
AV3.05B SRIMO DUAGRA VIL SASTRA AUDIO VISUAL/BROADCAST EQUIPMENT BROADCAST / PRODUCTION (349) 428033 FAX: (49) 422-94
@ФФ€
'0088
REVISICA AS 9.5
APROVEO (OR INSTALLATON -_DRAMINO STATUS
Notwon Video Conteroncing Digital CCTV Structured Cabling Wiroless Notwork Modie Rotrioval CCTV Systems

SEMITTALS /HE VISIONS
LAGUNA NIGUEL CITY HALL 2/2/11 PATLIMMARY Pla

BIT BATAL NETAS
AV3.07 AUDIO VISUAL/BROADCAST EQUIPMENT
OUTDOOR COURTYARD (29) 420030 FAX (849) 226-034
SANTOS
crout the
AV WIRNG DIAGRAM - CITY MGR CONF AM 223_ AV WIRING DIAGRAM - CLOSED SESSION MTG RM 171 183
400010_
MEE SIm =-
Notwork Integratrion Video Conforunding Digral CCTV Audio / Visual Stuctured Casing Wireless Network Madle Retrieval CCTV Sysons

SUBMITTAL S ARE VISIONE
SIne 48 sara: ¿ LAGUNA NIGUEL CITY HALL 272/11 PAN MINART

AUDIO VISUAL/BROADCAST EQUIPMENT
3560011 1-515 15 5 CLOSED SESSION MTG RM 171 I1 GODDARD IRVINE, CA 926• 3 и SIN - & CITY MGR CONF RM 223 49) 428-6333 FAX: (949) 428-63

ATTACHMENT B
RFP Evaluation Summary
City of Laguna Niguel
Public Works Department
30111 Crown Valley Parkway, Laguna Niguel, CA 92677
(949) 362-4337 - www.cityoflagunaniguel.org/pw
RFP Name: City Hall Audio-Visual Equipment Upgrade
RFP Issue Date: December 17, 2021
RFP Due Date: January 21, 2022
No. of Bidders: 4
Evaluation Summary
Firm Name Evaluation Average Evaluation Ranking
TRITON 93 1
NV5 88 2
ARUP 86 3
EIDIM 77 4

ATTACHMENT C
Agreement with Triton Technology Solutions for the
City Hall Audio-Visual Equipment Upgrade Project

AGREEMENT FOR PROFESSIONAL SERVICES
(PUBLIC WORKS DEPARTMENT)

CITY HALL AUDIO-VISUAL EQUIPMENT UPGRADE PROJECT
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into as of _, by and between the City of Laguna Niguel, a municipal corporation, herein after the "City", and TRITON TECHNOLOGY SOLUTIONS, INC, a California corporation, hereinafter the "Consultant".

RECITALS:

A. The City desires to contract with selected professional consultants to Project Management Services.

The City circulated a Request for Proposals for the above-described professional services on December 17, 2021.

C. Consultant submitted a proposal to City to provide the above-described professional services dated February 15, 2022.

D. City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant's proposed cost, staff has determined that an agreement to provide the required services should be awarded to Consultant.

E. The City desires to enter into an agreement with Consultant for the above- described professional services.

AGREEMENI:

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained, the parties hereto agree as follows:

2. Additional or Different Services. Any proposed changes in the Scope of Services which are the subject of this Agreement shall be made only by written amendment to this Agreement.
13018-0008\2634285v2.doc
Term. This Agreement shall become effective on the date stated above and will continue in effect until the work required by this Agreement is completed subject to termination as provided in paragraph 28, except the indemnification provisions contained in paragraph 19 shall remain in full force and effect after the Agreement is terminated.

The parties may mutually agree in writing to extend the Term of the Agreement.

4. Payment.

A. Payment for Services. City agrees to pay Consultant for providing the professional services which are described in the Scope of Services, and to pay for those services in the amount and in the manner and at the times set forth in Exhibit "A" for the not to exceed sum of $92,970. The Agreement will also include a not-to-exceed 10% contingency of the total contract value equal to $9,297 for unforeseen work that relates to, but is not specifically included in, the Scope of Services. Prior to the use of the contingency allowance and commencement of work, Consultant shall obtain written approval from the City Representative.

B. Invoices. Upon submission of each invoice, if the City is satisfied that the Consultant has performed the services described therein, the City shall promptly approve the invoice, in which event, payment shall be made with in 30 days of receipt of the invoice by the City. Such approval shall not be unreasonably withheld.

5. Ownership of Documents and Drawings. All original drawings, plans, designs, reports, notes, calculations, maps, and other documents developed during the course of Consultantproviding the professional services required by the Scope of Services shall be the property of the City and shall be provided by Consultant to City upon their completion and payment of relevant invoices, or in the event the Agreement is terminated prior to completion, Consultant shall provide all work in progress, subject to payment of relevant invoices. Further, even if this Agreement is terminated, said documents shall be the property of the City and may be used by City as it determines appropriate. Reuse or modification of any such documents by the City for purposes outside of the Scope of Services set forth in this Agreement, without Consultant's written permission, shall be at City's sole risk, and City agrees to indemnify and hold Consultant harmless from all claims, damages, and expenses, including attorney's fees, arising out of such reuse by City or others acting through City; however City shall not be liable for any unauthorized use by third parties.

6. Time is of the Essence. Consultant agrees to perform the services and deliver the work products provided for herein in strict accordance with any schedules set forth in the attached Exhibit "A". Notwithstanding any other provisions of this Agreement, the Consultant shall not have liability for, or be deemed in breach of delays caused by, any factor outside of its reasonable control, including but not limited to natural disasters, adverse weather, or acts of the City, third parties, or other governmental agencies.

7. Consultant to Supply Instrumentalities. Consultant shall supply all instrumentalities required to perform the services under this Agreement. 13018-000812634285v2.doc
Licenses; Standard of Care.

A. Qualifications. Consultant represents and agrees that all personnel engaged by Consultant in performing services are and shall be fully qualified and are authorized or permitted under state and local law to perform such services. Consultant represents and warrants to City that it has all licenses, permits, qualifications, and approvals required of its profession to provide the services and work required to be performed by this Agreement. Consultant further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement.

9. Legal Responsibilities. Consultant shall keep itself informed of all State and Federal laws and regulations which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuantto this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations. City, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

10. Prevailing Wages.

A. Public Works. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and egulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those services that are "public works", Consultant shal comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the rules and regulations established by the DIR implementing such statutes as though setforth in full herein.

C. Registration with DIR. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has 13018-0008\2634285v2.doc
provided proof of registration to City prior to the Effective Date of this Agreement.

Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If the Consultantor any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City.

D. Compliance Monitoring. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR.

Consultant shall postjob site notices, as prescribed by DIR regulations.

E. Copies of Per Diem Wages. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultantacknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.

Penalties. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the paymentof prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultantor by any subcontractor.

G. l Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: (1) keep accurate payroll records and verify such records in writing underpenalty of perjury, as specified in Section 1776; (2) certify and make such payroll records available for inspection as provided by Section 1776; and (3) inform City of the location of the records.

H. Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuantto this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

1. Debarmentor Suspension. The Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuantto California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors 13018-0008\2634285v2.doc
from public works. The Consultant and Subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If the Consultant or any subcontractor becomes debarred or suspended during the duration of the project, the Consultant shall immediately notify City.

J. Overtime. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to City, forfeit$25.00 for each worker employed in the performance of this Agreement by the Consultantor by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuantto Labor Code section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."
Subcontractors. For every subcontractor who will perform work on the project, Consultantshall be responsible forsuch subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions.

Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractorand upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultantshall diligently take corrective action to halt or rectify any failure.

M. Indemnification. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising 13018-000812634285v2.doc
out of or incidental to any acts or omissions arising out of the payment of prevailing wages by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement.

11. Non-Assignability. Neitherthis Agreement nor any rights, title, interest, duties or obligations underthis Agreement may be assigned, transferred, conveyed or otherwise disposed of by Consultant without the prior written consent of City.

12. Subcontracting Subjectto Approval. Consultant may not subcontract any portion of the work required by this Agreement to other persons or firms unless Consultant first obtains the written consent of City to engage in such subcontracting.

13. Independent Consultant. Consultantis and shall at all times remain as to City a wholly independent contractor. Neither the City nor any of its officers, employees, or agents, shall have control over the conductof the Consultant or any of the Consultants officers, employees, or agents. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents, are officers, employees, or agents, of the City. Except as specified in writing by City, Consultant shall have no authority, expressed or implied, to act on behalf of City, and Consultant shall have no authority, expressed or implied, to incur any obligation or liability against the City.

Consultant shall be responsible for and pay all taxes and other payments for Consultant and its employees for Federal and State income taxes, including with holding of taxes, Social Security, worker's compensation insurance, State disability insurance, unemployment insurance, and all other similar items.

The Project Manager shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement.

15. Progress. Consultantis responsible to keep the Project Manager informed on a regular basis regarding the status and progress of the work being performed pursuantto this Agreement.

17. Confidentiality. No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work being performed pursuant to this Agreement shall be made withoutpriorwritten approval of the City. The information which 13018-0008\2634285v2.doc
results from performing the services required by this Agreement is to be kept confidential unless the release of information is authorized by the City.

18. Conflicts of Interest. Consultant represents that it is not currently engaged in and has not contracted to perform work on the behalf of any party or parties whose interests are or would reasonably appear to be adverse to those of City. In the event that Consultant should discover that it has represented, is representing or is being requested to perform work for a party or parties with interests adverse to those of City, Consultant shall immediately notify City in writing of such situation. Said notification requirement shall apply to all work performed by Consultant for another party or parties, with interests adverse to those of City, on a subcontract as well as on a contract or other basis. Further, the Consultantor its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall comply with all requirements of the Act. Failure to do so constitutes a material breach and is grounds fortermination of this Agreementby the City. Consultant agrees not to provide services within the City boundaries for any other public or private entities without prior written approval from City.

19. Indemnification.

A. General Indemnity. To the fullestextentpermitted by law, Consultantsh all, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent consultant in the role of City officials (collectively "Indemnitees"), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively "Liabilities"), in law orequity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.

Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 13018-000812634285v2.doc
B. For Design Professional Services. If Consultant's services hereunder include the performance of professional services by a "design professional," as the term is defined under California Civil Code § 2782.8(c), then to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, indemnify and hold harmless the Indemnitees, and each of them, from and againstany and all Liabilities, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense, whether actual, alleged or threatened, to the extent arising outof, pertaining to, or relating to, in whole or in part, the negligence, recklessness or willful misconduct of the Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual for whom the Consultant shall bear legal liability) in the performance of design professional services underthis Agreement.

Notwith standing the foregoing and as required by Civil Code § 2782.8(a), in no eventshall the cost to defend the Indemnitees that is charged to Consultant, exceed Consultants proportionate percentage of fault.

D. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuantto this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.

E. Survival and Offset. The provisions of this Section 19 shall survive the termination of this Agreement. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultantas a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph.

20. Liability Insurance.

A. Insurance Policies. Without limiting Consultant's indemnification of City as described in paragraph 19, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement policy or policies of liability insurance of the type and amounts described below and satisfactory to the City Attorney. Such policies shall be signed by a person authorized by that insurerto bind coverage on its behalf and must be filed with the City prior to exercising any right or performing any work pursuant to this Agreement.

B. Named Additional Insured. The City of Laguna Niguel and its Council members, officers, officials, employees, agents, and volunteers shallbe named as additional 13018-0008\2634285v2.doc
insureds under the policies required by subparagraphs General and Auto Insurances for all liability arising from Consultant's performance of services pursuant to this Agreement. This insurance shall be primary to any insurance maintained by the City. City insurance shall not contribute to any judgment rendered against the City.

C. Insurance Coverage. Priorto the commencement of any services hereunder, Consultant shall provide to City certificates of insurance with original endorsements, and copies of policies, if requested by City, of the following insurance coverage:
1) 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. 2) Automobile Liability Insurance. Consultant shall maintain automobile 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 Work to be performed underthis 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.
3) 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 amountof $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 Consultantagrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this agreement.
4) Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). 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.
5) Cyberliability Insurance. Consultant shall maintain cyberliability in surance in the amount of $1,000,000.00 per occurrence, $2,000,000 aggregate, providing protection againstclaims and liabilities arising from: (i) errors and omissions in connection with maintaining security of City Data; (ii) data breach including theft, destruction, and/or unauthorized use of City Data; (iii) identity theft; and (iv) violation of privacy rights due to a breach of City Data.

D. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its 13018-0008\2634285v2.doc
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 subconsultant.

F. Primary/noncontributing. 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 forth e benefit of the City before the City's own in surance or self-insurance shall be called upon to protect it as a named insured.

G. City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficientto pay premium from Consultantpayments. In the alternative, City may cancel this Agreement.

H. Acceptable insurers. All insurance policies shall be issued by an in surance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager.

I. Enforcementof contractprovisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligations on the City nordoes it waive any rights hereunder.

J. Requirements not limiting. Requirements of specific coverage features, or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, orto the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shallbe entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 13018-0008\2634285v2.doc
K. Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

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

M. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

N. Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurers limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass Through Clause. Consultant agrees to ensure that its subcontractor, subcontractors, and any other party in volved with the projectwho is broughton to or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subconsultant, and others engaged in the project will be submitted to City for review.

P. City's right to revise specifications. The City reserves the right at any time during the term of the contractto change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation.

Q. Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the rightto require thatself-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.

R. Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted thatarise outof or result from Consultant's performance under this Agreement, and thatinvolve or may involve coverage under any of the required liability policies.
13018-000812634285v2.doc
S. Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.

21. Nondiscrimination by Consultant. Consultant represents and agrees that Consultant, its affiliates, subsidiaries, or holding companies do not and will not discriminate against any subcontractor, consultant, employee, or applicant for employment because of race, color, religious creed, sex, gender, genderidentity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation orany protected class or basis prohibited by law. Such nondiscrimination shall include, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection

22. City's Rights to Employ Other Consultants. City reserves the right to employ other consultants in connection with the subject matter of the Scope of Services.

23. Consultant's Records. Consultant shall keep records and invoices in connection with it work performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shallbe clearly identifiable. Consultantshall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records.

Consultantshall 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.

24. Notices. Every notice, demand or request (herein afterdescribed in this Section as a "Notice") that is given by either party to the other under or in connection with this Agreement shall be in writing, and shall be given: (i) by email, to the applicable email address specified below; or (ii) by United States certified mail, postage prepaid, return receipt requested, or by same-day or overnight reputable private courier, addressed to the party to be served at its address below. Either party may change its email address for Notices, or its address for Notices, by a Notice given in accordance with this Section. Notices shall be deemed to have been delivered: (i) if sent by email, on the next business day, provided the sender's email system confirms has been delivered or does not indicate that delivery did not occur, as applicable; (ii) if sent by certified mail, three (3) days after deposit into the U.S. mail; and (iii) if sent by private courier, one business day after deposit with the courier for overnight delivery (unless the delivery service indicates to the sender that delivery has not occurred, in which case delivery shall be deemed to occur when the delivery service indicates to the sender that it has actually occurred).
13018-0008\2634285v2.doc
CITY: City of Laguna Niguel
Attn: Public Works Director
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Email: [email protected]
CONSULTANT: Triton Technology Solutions, Inc
Attn: Kristen Tetherton
32234 Paseo Adelanto Suite E-1
San Juan Capistrano, CA, 92675
Email: [email protected]

26. Exhibits. The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this reference as though setforth in full in the Agreement.

27. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. Any legal action in which enforcementof the terms and conditions of this Agreement is requested, or in which it is alleged that a breach of this Agreement has taken place, shall be filed and prosecuted in the County of Orange, California.

Termination. City may terminate this Agreement, without cause or penalty, by providing written notice to the Consultant that the Agreement is terminated. Said written notice shall be provided at least fifteen (15) days in advance of the termination date.

Unless terminated as provided herein, this Agreement shall continue in effect for the period set forth in Section 3.

Breach of Agreement. If Consultantdefaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such defaultin which to cure the defaultby rendering a satisfactory performance.

In the event that Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and withoutprejudice to any other remedy to which it 13018-0008\2634285v2.doc
may be entitled at law, in equity, or underthis Agreement. The failure of City to object to any default in the performance of the terms and conditions of this Agreement shall not constitute a waiver of either that term or condition or any other term or condition of this Agreement.

30. Attorney Fees. If any legal proceeding, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorney's fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

Successors and Assigns. The terms and conditions of this Agreement shall be binding on the successors and assigns of the parties to this Agreement.

Authority to Sign. The person(s) executing this Agreement on behalf of the Consultant warrants and represents that they the authority to execute this Agreement on behalf of the Consultant and have the authority to bind the Consultant to the performance of the obligations hereunder.
13018-0008\2634285v2 doc
IN WITNESS WHEREOF, the parties hereto have executed this Agreementas of the date first above written.
"CITY"

CITY OF LAGUNA NIGUEL
By:_
Tamara S. Letourneau
City Manager
ATTEST:

Thy M. Merritt,
Acting City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE

CITY OF LAGUNA NIGUEL,

CALIFORNIA
Kevin G. Ennis
City Attorney
"CONSULTANT'

TRITON TECHNOLOGY SOLUTIONS, INC
By:

Print Name:

Title:

By:

Print Name:

Title:
13018-000812634285v2.doc
EXHIBIT "A"

SCOPE OF SERVICES AND FEE SCHEDULE
13018-0008\2634285v2.doc
TRITON

TECHNOLOGY SOLUTIONS

BECAUSE TECHNOLOGY NEVER ENDS
March 1, 2022
City of Laguna Niguel
Harrison Martin
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Dear Mr. Martin,
Thank you for the opportunity to provide you an updated fee schedule to your "AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES" Project. No other changes were made to this proposal except to the fee schedule and the removal of being onsite daily during the construction phase of the project. We have provided a proposal that is based on the scope of work and functionality requirements detailed in the RFP.

Triton Technology Solutions, Inc. was founded in 2010 with our corporate office located at 32234 Paseo Adelanto Suite E-1, San Juan Capistrano, CA 92675. Triton has four full time employees who all have been with Triton for over six years. Triton's team has successfully completed Design and Project Oversight Projects for the City of Costa Mesa, City of Irvine, City of Santa Barbara, City of Palm Springs, and many others.

The executive in charge of this project with all project management and administration responsibilities will be myself, Kristen Tetherton. Brian Rose, Triton's VP of Engineering will be responsible for all engineering and project oversight activities. Kristen's and Brian's contact information is as follows:

Kristen Tetherton Email [email protected] Phone (949) 388-3919 Brian Rose Email [email protected] Phone (760) 285-7759 Triton is a professional audio and video system integration company specializing in broadcast, production, and audio-visual systems. We provide consulting, design, project oversight, installation/commissioning, training, maintenance, and support services. We have a better understanding of the complex relationships between audio-visual, production, broadcast and voting systems and their requirements than our competitors. It is extremely important to collaborate with all of the users including the City Clerk, their staff, technical personnel, IT Department personnel, and others using the systems to design them. For the voting and request to speak system it is imperative to ask extremely specific questions of the municipalities rules and procedures because if you do not ask these questions, it is very easily to go down the path with an incorrect product. Every municipality has different procedures that Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com This document is confidential between Triton and the City of Laguna Niguel and cannot be shared with anyone outside of either organization without approval from either organization.

Laguna Niguel RFP AV Upgrade Prps|_R2 Updated Fee Schedule.pdf Page 1 of 19

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES we have identified with previous clients that ended up directing us to a specific system. These have included split votes, weighted votes, pulling items from the consent calendar, recusals, allowing revotes and voice votes. We have more experience than our competitors because we have implemented many different systems and we understand how these systems need to be evaluated based on how municipality meeting procedures and rules. We build a unique voting scope of work standardizing the responses of voting system vendors and then use their responses to build a unique matrix document detailing the features of each as well as both initial and perpetual costs. We also understand and compare the various models these systems are sold under including degrees of SAAS (Software as a Service) and perpetual licensing to provide a 5-year Total Cost of Ownership.

Triton is qualified for this project in providing Design and Project Oversight Services because we have years of experience designing and implementing similar systems and by following our Project Process. We feel our role is that as your technology partner to help you decide what is best for your city. Our process is dynamic as we are collaborating with you and your team during the design. Every city has these systems; however, they are all different as everyone's requirements and workflows are different. It is our responsibility to ask questions, make recommendations, listen to you and to supply a design that meets all your functional, operational, and budgetary requirements.

The bidding process goal is to put out a complete, detailed bid package where the design consultant and City have vetted out everything from the budget, to how the system functions, the technology implemented, the equipment and furniture requirements including, but not limited to workflow decisions, system capability vs. operational requirements, ease of use by operators, power, functionality, and location of components including ergonomics for workstations.

What makes us unique is we supply these design and oversight services as somebody that also builds these systems and supports them. We design and document our systems on a higher level than typical Consultants or MEP firms. We design down to every part and cable that will be required for the project, which takes the guessing or manipulation of a more generic or conceptual design away from the bidders. MEP firms or other Consultants typically will only supply a general design and will leave interpretation up to the integrator which then leads to change orders. A general or conceptual level design is exceedingly difficult to bid on as there are many unanswered questions. Our bidding document package includes all the detail that is typically missing from RFPs. We have found that the more detail provided in the RFP documents the greater success is the project. The design package we supply allows for:
lll Better responses from the bidders. It takes away the bidder from guessing because all the detail has been defined.
•|l' Better understanding of the project. This allows the bidder to deliver a system that meets the City's functional, operational, and budgetary requirements. i/l' Equal bids, meaning all bidders are bidding on the same equipment and scope of work. It is not up to them to make equipment choices or assumptions that allows them to supply a low-cost solution that meets the minimum requirements. The only variant is the contractor's qualifications and the price they quote to complete the project.

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES •ll' Qualified contractors. Qualifications are detailed to eliminate unqualified contractors. We have worked with purchasing departments to build Prebid Qualification Questionnaires that allow bidders to detail their qualifications prior to bidding. •ll Specific equipment. The equipment specified is vetted out during the design so that it meets all the projects requirements. Substitutions are possible but because every system is unique, the bidders may not be able to make substitutions without affecting the operation and function of the system. With current equipment shortages, it is more critical than ever to have detailed analysis of any substitution requests or requirements. •ll Successful implementation of the project to come in on time and in budget.

We have provided these services to other public agencies including both the City of Irvine and City of Costa Mesa with their projects exceeding $2,000,000 each.

For this project we will follow our Project Process throughout all phases of the Project. The only difference is during the Commissioning and Installation phases the contractor will provide these services and we will provide the oversight to make sure they meet all the deliverables in the phases. Our Project Process includes detailed project design, engineering, and install/build/test phase criteria. Each set of project design phase deliverables builds upon the previous one, adding definition and detail. Within each Project Phase, we follow good engineering practices and standards and abide by all required local, state, and federal codes and laws. As part of our process, the contractor will be required to provide a complete set of deliverables that we have reviewed for accuracy and final acceptance. These include hard and electronic copies of all "as-built" CAD drawings, all technical documentation, all equipment and system manuals, and all warranty information.

Triton has reviewed and ready to execute the City's standard from Professional Services Agreement (Exhibit "A). Triton has reviewed all of the City's insurance checklist, however Triton's cyber liability insurance is $1,000,000 per occurrence, $2,000,000 aggregate. Triton would like an exception to the $5,000,0000 per occurrence as Triton will not be interfacing with the City's network on any level during this Project. The City of Laguna Niguel already has a current certificate of insurance on file for other work we are currently doing, and our Cyber Liability insurance has been accepted in the past.

We look forward to the possibility of collaborating with you, your team, and the city on this project. Thank you for the consideration of our proposal. Please do not hesitate to contact me if you have any questions or concerns.

Sincerely,
Kristen Tetherton
President
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com Laguna Niguel RFP AV Upgrade PrpsI_R2 Updated Fee Schedule.pdf Page 3 of 19

AUDIO VISUAL EQUIPMENT UPGRADE DESIGNAND PROJECT MANAGEMENT SERVICES

BACKGROUND, EXPERIENCE AND QUALIFICATIONS
Following are biographies that highlight Triton's teams, background, experience, and qualifications. The RFP requested that we highlight our team's participation in similar work to your project. . For this project, your team will include Kristen Tetherton and Brian Rose in which the two of them have worked on the following Design and Project Oversight Projects:

City of Costa Mesa - Design and Project Oversight of the audio-visual, broadcast, production, and voting systems that serve the council chamber, conference room 1A, community room and control room.

City of Irvine - Design and Project Oversight of the audio-visual, broadcast, production, and voting systems that serve the council chamber and control room.

City of Santa Barbara - Design and Project Oversight of their DSP Project which included an upgrade to their audio system with a network audio and control system that serves the council chamber and Gebhard room.

City of Orange - This was made up of two phases where the first phase was the Design and Oversight of the production control room, and the second phase was the Design and Project Oversight of the audio-visual system that served the council chamber City of Palm Springs - Design and Project Oversight of the audio-visual, broadcast, production, and voting systems that serve the council chamber, conference room and control room.

Kristen Tetherton is one of the original founders of Triton Technology Solutions, Inc. and is the President of the company. Kristen began her career in the television broadcast, production, and audio-visual industry in 1991 after graduating San Diego State University with a Bachelor of Arts degree in mathematics. Kristen fell into this industry and became successful through hard work, diligence, and an aptitude to understand. She learned the equipment, technology, operations, and workflows of the television broadcast, production, and audio-visual industry. She had the support of several strong mentors along the way.

Kristen's career in this industry has spanned 31 years. She previously worked for Ikegami Electronics, Shoreline Video, Burst Communications and TV Magic. For the past twenty-two years Kristen has been focused on Broadcast, Production and Audio-Visual Integration Projects for local government, corporate, networks, house of worship, colleges, and universities
In 2010 Kristen decided to form Triton Technology Solutions, Inc. with partners Gus Allmann and Pat Thompson. Pat Thompson left the company in 2015 to be a stay-at-home dad. Gus Allmann and Brian Rose are Kristen's current partners.

As the President of Triton, Kristen provides strategic leadership for the company and employees. She collaborates with her team to establish long-range goals, strategies, plans Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com Laguna Niguel RFP AV Upgrade Prps|_R2 Updated Fee Schedule.pdf

AUDIO VISUAL BQUIPMENT UPGRADE DESIGNAND PROJECT MANAGEMENT SERVICES and policies. She continues to collaborate directly with clients through the sales process, project management, design, and implementation of the system. Kristen surrounds herself with an effective and competent team and continues to be part of the sale process, which she thoroughly enjoys.

Kristen thrives on interesting and challenging projects. One of her most challenging projects was the installation and mounting of a 4.5M satellite dish on the top of a six-story building in downtown Los Angeles. This was challenging not because of the technology but the coordination it took with many entities; City of Los Angeles departments (Police, Permit, Traffic Control), crane, contractors, building owner, and freight carrier. One of the most interesting projects was a feasibility study and subsequent implementation of a tapeless video recording system for JAXA (the Japanese space agency) that was installed on the International Space Station.

Kristen enjoys working in this industry and has continued to learn and grow throughout her career BECAUSE TECHNOLOGY NEVER ENDS.

Brian Rose is Triton's Vice President of Engineering and has been in broadcast operations and engineering for more than twenty years. He began his broadcasting career at a three- station radio group in Susanville, CA. Upon moving to Las Vegas, NV, he worked as a broadcast engineer and designated Chief Engineer for radio stations KNUU and KRLV.

Shortly after moving to Las Vegas, he was hired as MIS Manager for the Talk America Radio Networks and promoted to Director of Engineering. After Talk America was purchased by the IDT Corporation, Brian supervised moving the nationally syndicated network to Newark, NJ, including the transfer of programming and operations. In addition, Mr. Rose designed and managed the construction of a new digital studio complex. This state-of-the art facility was featured in multiple industry leading trade publications including Radio World and BE Radio.

While at IDT Corporation, Brian served as Vice President of Engineering & Operations for WMET in Washington DC (another network purchased by IDT). He supervised a 50-Kilowatt power upgrade at an AM transmitter site, designed and managed the construction of a new 8500 sq. ft digital studio complex containing two production rooms, a master control studio, talk studio, and a newsroom for the WMET network.

Brian relocated back to his home-state of California in the early 2000's, where he began working at TV Magic as a Project Engineer. He participated in various projects including worship center AN and TV production, city council chambers A and TV production, community center A projects, and more.

He supervised the offsite and onsite work for HD upgrades at both the Saddleback Church in Lake Forest, CA and for Word of Life Christian Center in Las Vegas, NV. He served as Project Engineer for the David H. Koch Theater at Lincoln Center in New York City, designing, and Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com Laguna Niguel RFP AV Upgrade Prpsl_R2 Updated Fee Schedule.pdf Page 5 of 19

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES supervising the installation of the broadcast center, in-house IPTV system and Media Asset Management systems.

Brian joined Triton Technology Solutions, Inc. in 2011 as a Project Engineer. Brian recently led the design teams on the City Council Chambers upgrades projects for the cities of Costa Mesa, Irvine, Santa Barbara, and Palm Springs, as well as new broadcast video and radio production facilities for Saddleback College. He oversees service work for all of Triton's service contracts providing continuity with these facilities and continues to be involved in expansions and changes at various facilities.

Certifications include: AVIXA CTS, Extron AV Associate, Biamp Be2, Crestron DMC-E-4K Chief Certified Partner, Audinate DANTE II.

Alein 5sa Video, Presen anua, and training from Solid Stale Logic, AM, Crestron,

ORGANIZATION CHART

KRISTEN TETHERTON
TRITON President

ORGANIZATION CHART

GUS ALMANN VP OPERATIONS
CHIEF Kristen
TECHNOLOGY Tetherton

OFFICER

BRLAN ROSE TAMMY

VP ENGINEERING THOMPSON

OFFICE MANAGER

PROJECI SERVICE &

ENGINEER SUPPORT WAREHOUSE

MANAGER

INSTALLATION SERVICE

CREW TECHNICIAN
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com Laguna Niguel RFP AV Upgrade PrpsI_R2 Updated Fee Schedule.pdf Page 6 of 19

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES

PROJECTS

CITY OF COSTA MESA
Dane Bora, Retired, Public Affairs Manager
PH: 949-558-9209
Contract Term: 3 Years
Contract Amount: $196,115

CITY OF COSTA MESA COUNCIL CHAMBER, PRODUCTION, & MASTER CONTROL CENTER
The City of Costa Mesa contracted Triton to complete a design and provide project oversight or the replacement of the production, lighting, audiovisual and voting systems in the Counc hamber, audiovisual systems for a conference room and a general use Community Room their video production system, post-production and edit systems, and master control for their cable channel. We provided a design that integrated these systems allowing uses such as easy one-button attendee meeting overflow to multiple spaces, production of meetings from multiple spaces, improved editing and archive workflows, and other improvements. We worked closely with the city to redesign the Council Chamber staff area and make improvements to the dais as well as to meeting flow with multiple public speaking podiums and associated technology.

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGNAND PROJECT MANAGEMENT SERVICES

CITY OF IRVINE
Tom MacDuff, Media Services Coordinator
PH: (949) 724-6216
Email: [email protected]
Contract Term: 1 Years (Contract was through BOA Architecture) Contract Amount: $122,275.00
Triton was contracted through the City's architect BOA Architecture, to complete a design and provide project oversight for the replacement of the production, lighting, audiovisual, voting / request to speak, post-production edit system, and master control for their cable channel. We provided a design that integrated these systems allowing uses such as improved editing and archive workflows, and other improvements. We worked closely with the city and BOA to redesign the Council Chamber Dais, Witness Table, Clerk Desk, Director Desk, and multiple podiums with four positions available in the floor. We collaborated with partners to design and specify a 270" curved 4K LED wall as the main display, implemented six public speaker kiosks tied to the voting systems, and digital name plates for the participants.

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES

CITY OF SANTA BARBARA
Tony Ruggieri, Production Supervisor
PH: (805)564-5311
Email: [email protected]
Contract Term: 1 Years
Contract Amount: $30,850.00
We are currently contracted to provide Design and Project Oversight for their Audio Digital Signal Processing Upgrade Project. This project is at the point of completion with the Punch List items being finalized this week. This is one of many projects Triton has completed in the past 12 years for the City of Santa Barbra. We have provided Design Services for their production control room, Design and Installation Services for Streaming, Gebhard Room Upgrades, Broadcast upgrades and many others.

Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 Sân Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com Laguna Niguel RFP AV Upgrade Prps|_R2 Updated Fee Schedule.pdf Page 9 of 19

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES

IMPLEMENTATION PLAN
Triton's Implementation Plan to complete this project is to use our Project Process, which we follow on every project. This is the methodology we use to deliver consistently to our clients. It is described below after the Project Background and Scope of Work. I have identified key items in our Process by bolding and italicizing items that demonstrate where we solicit and document the views of internal and external stakeholders. This includes project management and implementation strategies or techniques we intend to use throughout the project.

The following Scope of Work, Project Process, and Project Oversight Services details all of the efforts Triton will undertake to complete this project and achieve the city's satisfaction.

The specific tasks we will require of the city is to have the stakeholders participate in the meetings during the Program and Design Phases so that Triton can outline all of the functionality and operational requirements of the system. The staff should include IT, City Clerk, Production Staff, Public Works representative, and any other personnel that has input on how the system should function and operate. This will include participating in equipment demonstrations especially the evaluation of the voting system.

During Installation and Commissioning Phase (Pre-Training) Triton will mostly require access to Public Works and the IT staff with less access to the City Clerk and Production staff. During Training any staff that operates or maintains the system will be required to attend. The Training schedule is outlined under Project Oversight and describes what staff would be required for the training.

PROJECT BACKGROUND
The City of Laguna Niguel ("City") is seeking a qualified consultant to provide design and project management services for the City Hall Audio Visual Equipment Upgrade Project.

The City Hall Audio Visual Equipment Upgrade Project seeks to improve and modernize the audio-visual system at City Hall in the City Council Chambers and Community Room. The new audio-visual system will improve communication in support of live public meetings and ensure video streaming of the meetings is available for the community. The design for this project is scheduled to start in Fiscal Year 2021-22.

The Laguna Niguel City Council has approved $915,000 to upgrade the City's audio/visual system at City Hall in the City Council Chambers and Community Room. The services below are intended to be used as a guide to prepare the scope of services. The Consultant awarded the Project Management contract is excluded from bidding on the construction and installation of the AV system.

AUDIO VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES

SCOPE OF WORK
This scope of work includes Triton performing all phases detailed below in our Project Process with the deliverables detailed in each phase as detailed in the RFP.

A. Triton will develop a project plan describing the time frame and City resources needed to complete the AV Equipment Upgrade.

B. We will deliver project status reports to the City's Designated Point of Contact at least weekly.

C. During the project, we will review existing systems, functionality, interfaces, and integration points.

D. We will determine which existing AV and production system devices and systems should be retained and which should be replaced.

E. An optimal design/configuration for broadcasting meetings to cable television, internet, streaming platforms like YouTube and other social media platforms will be designed.

F. We will design a system that will allow hybrid meetings that include in-Chamber participants and remote participates using video conferencing platforms such as Zoom, Microsoft Teams, etc.

G. The system designed will incorporate and integrate in-Chamber computers for presentation and meeting management and include the ability to conduct presentations from staff and guest laptops.

H. Triton will design language translation services/mechanisms for the content broadcast from the Council Chambers.

I. A closed captioning services/mechanisms for the content broadcast from the Council Chambers will be designed.

J. A state of CA and Federal ADA compliant Assisted Listening system will be designed.

K. We will recommend an IP-based backup audio recorder.

L. An electronic voting system and timer/microphone system will be specified.

M. Our team of expert lighting designers will evaluate the lighting in the Council Chamber, so that the cameras inside the Council Chamber can provide optimal quality of video for the broadcasts.

PROJECT PROCESS
This project includes our Project Process, which describes our approach and methodology to a design and build project. The entire process is made up of four phases in which each one is built upon the other.

The two phases, Program Phase and Design Phase, will require collaboration between us and the City of Laguna Niguel to define all the project requirements. Without collaboration, it is not possible to define the customer's objectives and expectations, nor design a system that will meet them. This collaboration is where we solicit stakeholders' views, and it is documented through minutes that are taken in every meeting. This is a technique we Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com Laguna Niguel RFP AV Upgrade Prps|_R2 Updated Fee Schedule.pdf Page 11 of 19

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES use because the system cannot be designed without the clients input to what they want and with the decisions and discussions documented it is easy to go back and review why a decision was made.

Within both the Program and Design Phase, the client will be required to review and approve all deliverables before proceeding to the next phase. This allows the client to fully understand their systems specification, capabilities, budgets, timelines, etc. This review and approval process confirms that the design is meeting your objectives and expectations and it is another control that allows us to conduct the work.

The Project Process includes value engineering throughout the entire process, which allows us to discuss alternative designs, products and/or processes that could be applied to the project with the benefit of saving the customer money.

For this Project, Triton is performing the Program and Design Phase with Oversight of the Installation and Commissioning Phases.

Our Project Process is as follows:

I. PROGRAM PHASE: The first phase of the process is to develop the conceptual design and define overall project goals. This phase allows the project team to brainstorm at a high level and determine the specific functionality for each system area and location of the project. The deliverables of this phase include block and flow diagrams, a Rough Order of Magnitude (ROM) estimate of proposed equipment, space layout drawings and preliminary functional description of the system. This includes all RFP deliverables from Section C, Subsection 1, items a-m. a. Conduct and attend two remote meetings and one onsite meeting with complete minutes for all meetings. (These meetings need to be attended by the stakeholders of this project. Each meeting will be documented with minutes that show all items discussed, open task items and closed task items.)
b. Provide Needs Analysis. This is especially important tor the Voting / Request to Speak System. This needs analysis includes a matrix we develop with the City Clerks input that includes specific procedural and rule requirements along with workflow requirements specific to the needs of the clerk. This is sent to potential vendors to fill out which allows the city to evaluate exactly what each vendor is able to do.
c. Review Existing Documentation - Facilities
d. Benchmark Comparable Facilities
e. Conduct Program Meeting - Management, Operator, Engineering i.Program Report including:

1. Conceptual Design

2. ROM estimate of proposed equipment

3. Equipment Demonstrations

4. Preliminary functional description of system
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com Laguna Niguel RFP AV Upgrade Prps|_R2 Updated Fee Schedule.pdf Page 12 of 19

AUDIO VISUALEQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES f. This phase requires sign off from the client before moving to the Design Phase. (Sign off only occurs once client has reviewed and approved the Conceptual Design, ROM and understands the preliminary funcional description of the system.)
Il. DESIGN PHASE: The Design Phase refines the research and design findings from the Program Phase. This second phase takes the information from Program Phase and develops the design into detail. Once this phase is completed, the client will know everything that needs to be known about the project from a technical standpoint including how all equipment will be wired, where the equipment will be installed, what size technical furniture or number of racks will be required, as well as electrical and mechanical requirements. A final Bill of Material is prepared inclusive of specific line-item equipment lists. This includes all RFP deliverables from Section C, Subsection 2, items a-p. This phase includes the following:
a. Conduct and attend two remote meetings and two onsite meetings with complete minutes for all meetings. (These meetings need to be attended by the stakeholders of this project. Each meeting will be documented with minutes that show all items discussed, open task items and closed task items.)
a. Research Benchmark Equipment
b. Develop System Design
c. Establish the Infrastructure
i. Concept
ii.Schematic, Design (Wire Diagrams)
d. Critical Design Review of Technical Systems
e. Final space planning, floor plans, equipment locations, etc. f. Rack elevations and/or console and furniture layouts g. Mounting Details (Projector, Monitors, Cameras, etc.) h. I/O Panel Design and Layout
i. Identification of power, and conduit requirements. The customer will complete the implementation of power and conduit requirements.
j. Deliverables and Approval
i. Provide 11X17 Drawings using Triton Title Blocks in both hard and soft copy. Soft copy is delivered in both AutoCAD and pdf formats. Drawings include single line drawings that document every cable and all the equipment that will be installed in this project. (Cables not documented include power, keyboard, and mice.) Depending on the project other drawings may include floor plans, reflected ceiling plan, console and rack elevations.
ii. Provide Bill of Material (BOM) in both hard and soft copy formats. Soft copy is provided in both Excel and pdf formats. It will be formatted with the following order: item #, quantity, manufacturer, equipment model #, description, price, and extended price. If there is Customer Furnished Equipment (CFE) that is required in this project, those items will be designated as CFE on the BOM with no price associated with it.

AUDIO VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES ili. Provide Cable Database in both hard and soft copy formats. Soft copy is provided in Excel format.
iv. Project cost quote for remaining phases.
v. Project Timeline for remaining phases.
vi. Written bid specifications including when Triton is providing design services only. This is provided as both hard and soft copy with soft copy provided in Word format.
k. This phase requires sign off from the client before moving to the next Phase. (Sign off only occurs once client has reviewed and approved all drawings, final bill of materials and budget, and technical bid specifications.)

TRITON IS PROVIDING PROJECT OVERSIGHT DURING THE FOLLOWG TWO PHASES, INSTALLATION AND COMMMISSIONIG. THE AV CONTRACTOR WILL COMPLETE THE

TASKS AND PROVIDE THE DELIVERABLES
III. INSTALLATION PHASE (OVERSIGHT ONLY): Once the customer approves the design, the project moves to the installation phase. Deliverables and activities in this phase are as follows:
a. Installation Coordination Meeting
b. Create cable labels
c. Prepare Submittals
i. Shop Drawings
ii. Sample Finishes
ili. Detailed Technical Drawings
d. Customer to procure all equipment
e. Prepare New Site for Installation
i. Rack
ii. Grounds
ili. Cable Trays
f. Pre-Assembly and testing
g. Assemble and test the Technical System
h. Install Equipment
i. Run Cables
j. Label all cables and equipment
Vendor Commissioning

1. Deliverable
i. All Equipment Installed
ii. Wiring Complete
m. This phase requires sign off from the client before moving to the Commissioning Phase. (Sign off only occurs once all equipment and wiring has been installed)
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com Laguna Niguel RFP AV Upgrade Prpsl_R2 Updated Fee Schedule.pdf Page 14 of 19

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES IV. COMMISSIONING PHASE (OVERSIGHT ONLY): This is the system startup phase where the equipment and wiring are tested, operational parameters set, and configured to ensure complete functionality. Triton coordinates operational training provided by the equipment manufacturer. The working system is delivered to the client as a fully functional and operating system. This phase includes system acceptance by the customer, as-built engineering drawings delivery, and overall technical system review. Deliverables and activities in this phase include:
a. Set equipment parameters
b. Preliminary Tests
c. Generate Punch List
d. Inspect, Test, and Align System
e. System and technical review for the CUSTOMER'S technical staff responsible for the maintenance and troubleshooting of the system is included at no cost. f. Deliverables
i. Final As-Built Engineering Drawings will be provided in both Hard and Soft Copy.

1. One set of bound notebooks(s) will be provided to house the hard copy drawings printed on 11"X17" size paper.

2. Two USB Drives with electronic copies of:
a. AutoCAD dwg files of the as-built drawings
b. Adobe pdf files of the as-built drawings
c. Microsoft Excel Wire List
ii.Items delivered to the customer that were included with any new equipment

1. Operational Manuals (if provided by manufacturer)

2. Manufacturer CD's containing the software versions and releases installed on the equipment (if applicable)

3. Equipment accessories/options not needed during the installation

4. Other technical information that may have been provided n. Project Sign Off from Client (Sign off only occurs once Triton has confirmed all punch list items have been completed and as-built documentation has been delivered to the city).

PROJECT OVERSIGHT SERVICES
For this Project, Triton is also providing Project Oversight Services which includes the following:

PROJECT OVERSIGHT SERVICES: Project Oversight Services includes project oversight during the bidding, installation, and commissioning phases. All of the Project Oversight Services are the techniques we use to conduct the work required for this project. This allows us to make sure the Project is delivered to the city as designed and per the scope of work). These services include:
a. Attending the job walk and answering technical questions during the job walk.

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES b. Responding and answering RFl's or RFQ's related to Triton's design. c. Triton will review submittals by the AV contractor and will review and certify any As- Builts provided by the AV Contractor. As-builts will only result from change orders during the project installation and commissioning. The deliverables from this project will function as final documents if there are no changes during project. d. Provide oversight during the installation and commissioning. The AV contractor will be responsible to have their own project manager and engineer for this project. Triton will answer technical questions during the installation phase. Triton will be onsite weekly during installation phase to confirm the system is being installed per design and specifications by the AV Integrator.
e. During the commissioning and testing of the system by the AV Contractor, Triton will verify the system meets the design, specifications, and functionality requirements outlined in the bid package. Triton will provide a punch list for items the AV contractor needs to resolve.
f. Triton will attend 4 onsite meetings during installation phase and two onsite meetings during construction phase. For all of our past projects, a weekly site visit is all that was required during the installation and commissioning phases for a successful project. This proposal does not include being onsite daily during construction. We are in continuous communication with the city and AV contractor throughout the week as needed and if we need to come by another day during the week, we do that as needed as well. Our previous experience shows being onsite daily is not required or cost effective for the city.
g. Triton will provide seven days of onsite training that will include the manufacturer training for some items. Note that some people may attend multiple classes or even all classes. Our engineer (likely the engineer who designed the system) will conduct all overall system training divided into separate training classes detailed below:

1. The first class will be for AV operators in the Council Chamber. This would include the Clerks or other operators who use the system even outside of use for broadcasted or streamed meetings. This would also include the voting system operation and will include some remote elements delivered by manufacturers. We will go through one or more mock meetings to explain the operation of the system.

2. The second class is for personnel providing advanced operation, troubleshooting, or maintenance of the Council Chamber AV systems. It may include IT Department personnel as much of system uses network transportation of audio, video, and control elements. We will review all the system documentation including the drawings, go over troubleshooting systems, standard settings, resetting systems, and required maintenance.

The third class will be for AV operators in the Community Room. This would include the operators who use the system or set it up for others. We will go through one or more mock setups and explain the operation of the system.

The fourth class is for personnel providing advanced operation, troubleshooting, or maintenance of the Community Room AV systems. It may include IT Department personnel as much of system uses network transportation of audio, video, and control elements. We will review all the Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com Laguna Niguel RFP AV Upgrade Prps|_R2 Updated Fee Schedule.paf Page 16 of 19

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES system documentation including the drawings, go over troubleshooting systems, standard settings, resetting systems, and required maintenance.

The fifth class will be for the operators in the video production control room.

This class will cover operation of the switcher, CG system, master control elements, production audio mixer, and other components. We will go through a mock meeting and operation for starting and ending meetings.

The sixth class is for personnel providing advanced operation, troubleshooting, or maintenance of the Council Chamber AV systems. It may include IT Department personnel as much of system uses network transportation of audio, video, and control elements. We will review all the system documentation including the drawings, go over troubleshooting systems, standard settings, resetting systems, and required maintenance. h. Triton will meet with the contractor no more than two times to punch the system out. i. These services are quoted to complete this project within the attached timeline. Delays by the customer, GC, or AV contractor, which extends the timeline will affect Triton's cost and Triton will require a change order to cover the additional costs for the additional time required to provide these services over an extended period.

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES

FEE SCHEDULE
The total for this project is: $92,970.00. Following is the fee schedule per phase:

PHASE RATE HOURS TOTAL

PROGRAM PHASE
Senior Design Engineer $110.00 85 $9,350.00
Project Manager $90.00 48 $4,320.00
General Administration $55.00 10 $550.00
SUBTOTAL: $14,220.00

DESIGN PHASE
Senior Design Engineer $110.00 300 $33,000.00
Project Manager $90.00 40 $3,600.00
General Administration $55.00 10 $550.00
SUBTOTAL: $37,150.00

PROJECT OVERSIGHT GENERAL
Senior Design Engineer $110.00 245 $26,950.00
Project Manager $90.00 20 $1,800.00
SUBTOTAL: $28,750.00

CONTINGENT HOURS IF NEEDED FOR

CHANGES IN SCOPE
Senior Design Engineer $110.00 80 $8,800.00
Project Manager $90.00 30 $2,700.00
General Administration $55.00 10 $550.00
SUBTOTAL: $12,050.00

MISCEALLANEOUS
PRINTING, POSTAGE AND MISC MATERIALS $800.00
TOTAL 888 $92,970.00

PAYMENT TERMS
Payment terms for this project is as follows with the payment due in Net 30 days:
"ll Monthly invoicing will occur the first of the month for hours incurred the previous month.

Triton Technology Solutions: Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www. TritonTechnologySolutions.comage 18of19 Laguna Niguel RFP AV Upgrade Prps|_R3 Updated Fee Schedule.pdf

AUDIO/VISUAL EQUIPMENT UPGRADE DESIGN AND PROJECT MANAGEMENT SERVICES

PROJECT ASSUMPTIONS AND EXCLUSIONS
•l'Any existing equipment will need to be in working order if used in new system. l' Triton will identify what cable pathways are required for this project including conduit, ladder, or other methods.
•l' All permits to be provided by owner
•ll All high voltage electrical, mechanical, civil, and acoustic engineering is to be provided by the city. Triton will provide information such as heat loads, power and conduit requirements, mechanical dimensions and weights of devices that need to be mounted, however the above engineers will provide the specifications of these items. •ll Triton requires that the stakeholders for the city including the Production Manager, City Clerk and all others who has input on the design will be available to answer questions throughout the duration of the project.
•ll Triton Technology is not providing any labor to assist in the installation, testing or commissioning of the systems. This is the AV Contractors responsibility. •ll The AV Contractor will provide their own onsite Project Manager as Triton does not manage their daily activities.
•ll Triton will inform the city to any change in the scope of work including a price for the change. If the city accepts the change, it is expected that Triton will receive and amended contract or PO that reflects the change order.
•ll' This proposal is valid for 90 days from the date of submittal. •ll The design services are quoted to complete this project within 180 days. Delays by the customer that extends the timeline will affect Triton's cost. Triton will require a change order to cover the additional costs.
•l'It is the City of Laguna Niguel's responsibility to warrant the security of any and all information provided for data and or network security provided for this project. •ll BIM (Building Information Modeling) is not included in this proposal. • l' This proposal does not include the cost of a bid, performance, or payment bond. If a bond is required for this project the cost will need to be added to this proposal. •ll Liquidated damages is not a condition of this project.

Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675 949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com Laguna Niguel RFP AV Upgrade PrpsI_R2 Updated Fee Schedule.pdf Page 19 of 19 Kelli Everett
From: Susan Cribbs <[email protected]>
Sent: Tuesday, March 1, 2022 12:05 PM
To: Harrison Martin
Cc: D. Craig Fox; Lindsay A. Thorson; Kelli Everett; Kevin Ennis Subject: RE: FOR REVIEW: Triton Technology Solutions Agreement-City Hall AV Upgrade Project Dear Mr. Martin,
We reviewed the above-referenced Agreement. A revised version of the Agreement, containing our proposed revisions, has been uploaded into the SharePoint file as of today. Mr. Fox would like to let you know:

Recital "B" incorrectly stated that the RFP was issued December 17, 2022. Also, Triton's proposal included a request to reduce the City's $5 million cyberliability limits in Sec. 20. C (5) to $1 million/$2 million. Triton states that they will have no access to City data and that the City previously accepted the reduced limits. Assuming this is acceptable to the City, I made the requested revision to the cyber liability limits. Of course, if it is not acceptable, then the original language should be retained.

Also, he'd like to advise that, assuming Triton's proposal is intended to serve as "scope of services and Fee Schedule" ', then it should be attached to the Agreement. Also, we note that Triton's Fee Schedule states that 10% of the total cost is to be invoiced on project "kick off" and the final 10% is to be invoiced upon completion of training by Triton. If this is not acceptable, then we should revise Section 4 of the Agreement to make clear that no amount will be paid prior to the rendering of the services to which the billing applies.

Let us know if you have any comments, questions or edits to what we provided in SharePoint. If no further review is needed by our office, please load the Agreement into DocuSign for routing and signatures. Please do not hesitate to contact us should you have any comments or questions regarding the above.

Thank you.

Susan Ц. Cribles
Legal Secretary to Michael Carapella, Kevin G. Ennis, Lolly A. Enriquez, Zachary Heinselman, Candice K. Lee, Lindsay A. Thorson
//RWG
LAW

RICHARDS WATSON GERSHON
350 South Grand Avenue, 37* Floor
Los Angeles, CA 90071
T: 213.626.8484 x628
F: 213.626.0078
E: [email protected]
W: rwglaw.com

Laguna Niguel City CouncilMarch 15, 2022

Laguna Niguel City Council
March 15, 2022