1 TO: City Council
FROM: Ryan Smoot, City Manager
PREPARED BY: Gary Y. Sugano, Assistant City Manager
MEETING DATE: January 17, 2023
SUBJECT: Agreement with Cashel Corporation DBA Integrated Media Systems to Provide Ongoing Maintenance for the City Council Chambers Audio/Visual Broadcast System Equipment
RECOMMENDATION
Authorize the City Manager to sign an agreement with Cashel Corporation dba Integrated Media Systems to provide ongoing maintenance and remote monitoring for the City Council Chambers Audio/Visual Broadcast System Equipment in an amount not to exceed $53,910 over three years ($17,970 annually which includes a 10% contingency).
BACKGROUND/ANALYSIS
On May 3, 2022, the City Council approved a first amendment to an agreement with Cashel Corporation to complete the City Council Chambers Audio/Visual Upgrades Project with an amended project budget of $350,547.05 (including a $52,500 contingency).
On February 1, 2022, the City Council approved an agreement with Cashel Corporation to complete the City Council Chambers Audio/Visual Upgrades Project with a project budget of $300,000 (including a $50,000 contingency).
On September 21, 2021, the City Council approved an allocation of $170,000 from the American Rescue Plan (ARP) for the Council Chambers Upgrade Project. An additional $130,000 was also available from City Public, Educational and Governmental Access (PEG) funds for a total available budget of $300,000.
The audio/visual system includes dual monitors for the audience displays, individual PCs with touch screen monitors at the dais, City Clerk workstation, multiple camera setup and a state-of-the-art control system to monitor broadcasts among other upgrades. The project has been designed to be as future-proofed to the greatest extent practical.
Item No. 7i
CITY OF LOMITA
CITY COUNCIL REPORT
2 Due to the complexity of the broadcast system and related equipment it is recommended that an on-going maintenance and remote monitoring agreement be established to ensure that all equipment is kept in good working order. Many of these monitoring tasks and troubleshooting can be accomplished remotely. This maintenance plan includes:
• Quarterly Preventive Maintenance of all systems
• 24/7 remote system monitoring
• Remote system diagnostics, troubleshooting and reboot • Assures rapid response within 1 business day of service request during normal business hours.
• Unlimited telephone support between the hours of 8:30 a.m. – 5:00 p.m.,
PST M-F
• Covers technical personnel travel, diagnosis, de-installation, repair, reinstallation and alignment of repaired equipment
• Provides unlimited emergency support of your equipment • Covers all required parts and repair costs for equipment breakdown OPTIONS:
1) Authorize the City Manager to sign an agreement with Cashel Corporation dba Integrated Media Systems to provide on-going maintenance and remote monitoring for the City Council Chambers Audio/Visual Broadcast System Equipment in an amount not to exceed $53,910 ($17,970 annually which includes a 10% contingency). 2) Provide alternative direction to staff.
FISCAL IMPACT
Annual cost would not exceed $17,970 and would be paid from the City Manager’s Department, Information Technology budget.
ATTACHMENT
1) Agreement with Cashel Corporation with maintenance and remote monitoring scope of work
Prepared by: Approved by:
___________________________
Gary Y. Sugano Ryan Smoot
Assistant City Manager City Manager
CONTRACT FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF LOMITA AND CASHEL CORPORATION DBA
INTEGRATED MEDIA SYSTEMS
This AGREEMENT for City Council Chambers Audio/Visual Upgrades Project is entered into this 17th day of January 2023, by and between the CITY OF LOMITA, a general law city and municipal corporation (“CITY”) and CASHEL CORPORATION dba INTEGRATED MEDIA SYSTEMS (“CONTRACTOR”).
R E C I T A L S
A. CITY does not have the personnel able and/or available to perform the services required under this Agreement.
B. Therefore, CITY desires to contract out for Maintenance and Remote Monitoring for the Audio/Visual Broadcast Equipment in the City Council Chambers.
C. CONTRACTOR warrants to CITY that it has the qualifications, experience and facilities to perform properly and timely the services under this Agreement.
D. CITY desires to contract with CONTRACTOR to perform the services as described in Exhibit A of this Agreement.
NOW, THEREFORE, based on the foregoing recitals, CITY and CONTRACTOR agree as follows:
1. CONSIDERATION AND COMPENSATION.
A. As partial consideration, CONTRACTOR agrees to perform the work listed in the SCOPE OF SERVICES, attached as Exhibit A;
B. As additional consideration, CONTRACTOR and CITY agree to abide by the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONTRACTOR an amount not to exceed $53,910.00 for CONTRACTOR’s services, unless otherwise specified by written amendment to this Agreement.
D. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager or his designee.
E. CONTRACTOR shall submit to CITY, by not later than the 10th day of each Attachment No. 1
month, its bill for services itemizing the fees and costs incurred during the previous month. CITY shall pay CONTRACTOR all uncontested amounts set forth in the CONTRACTOR'S bill within 30 days after it is received.
2. SCOPE OF SERVICES.
A. CONTRACTOR will perform the services and activities set forth in the SCOPE OF SERVICES attached hereto as Exhibit A and incorporated herein by this reference. If any part of Exhibit A is inconsistent with the terms of this Agreement, the terms of this Agreement shall control.
B. Except as herein otherwise expressly specified to be furnished by CITY, CONTRACTOR will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space, and facilities necessary or proper to perform and complete the work and provide the professional services required of CONTRACTOR by this Agreement.
3. PAYMENTS. For CITY to pay CONTRACTOR as specified by this Agreement, CONTRACTOR must submit an invoice to CITY which lists the reimbursable costs, the specific tasks performed, and, for work that includes deliverables, the percentage of the task completed during the billing period.
4. TIME OF PERFORMANCE. The services of CONTRACTOR are to commence upon receipt of a notice to proceed from CITY and shall continue until all authorized work is completed to CITY’s reasonable satisfaction, in accordance with the schedule incorporated in “Exhibit A,” unless extended in writing by CITY.
5. FAMILIARITY WITH WORK. By executing this Agreement, CONTRACTOR represents that CONTRACTOR has (a) thoroughly investigated and considered the scope of services to be performed; (b) carefully considered how the services should be performed; and (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.
6. KEY PERSONNEL. CONTRACTOR’s key person assigned to perform work under this Agreement is Brad Caldwell. CONTRACTOR shall not assign another person to be in charge of the work contemplated by this Agreement without the prior written authorization of CITY.
7. TERM OF AGREEMENT. The term of this Agreement shall commence upon execution by both parties and shall expire on January 17, 2026, unless earlier termination occurs under Section 13 of this Agreement, or extended in writing in advance by both parties.
8. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the
contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONTRACTOR and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties.
9. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a Taxpayer Identification Number.
10. PERMITS AND LICENSES. CONTRACTOR will obtain and maintain during the term of this Agreement all permits, licenses, and certificates that may be required by local, state and federal laws in connection with the performance of services under this Agreement, including a business license as specified in Title VI, Chapter 2 of the Lomita Municipal Code.
11. LAWS AND REGULATIONS; EMPLOYEE/LABOR CERTIFICATION.
CONTRACTOR shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. CONTRACTOR shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for CITY to terminate the Agreement for cause
12. PREVAILING WAGE.
A. Prevailing Wage. CONTRACTOR is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, CONTRACTOR agrees to fully comply with such Prevailing Wage Laws. Upon request, CITY shall provide CONTRACTOR with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. CONTRACTOR shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the CONTRACTOR’S principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and CONTRACTOR shall therefore comply with such Labor Code sections to the fullest extent required by law. CONTRACTOR shall defend, indemnify and hold the CITY, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
B. Registration/DIR Compliance. If the services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, CONTRACTOR and all subcontractors must be registered with the Department of Industrial Relations (“DIR”). CONTRACTOR shall maintain registration for the duration of the project and require the same of any subcontractors. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be CONTRACTOR’S sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against CONTRACTOR or any subcontractors that affect CONTRACTOR’S performance of services, including any delay, shall be CONTRACTOR’S sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered CONTRACTOR caused delay and shall not be compensable by CITY.
CONTRACTOR shall defend, indemnify and hold CITY, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against CONTRACTOR or any subcontractor.
C. Labor Certification. By its signature hereunder, CONTRACTOR certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
D. Employment of Apprentices. CONTRACTOR and all subcontractors shall comply with the requirements of Labor Code sections 1777.5 and 1777.6 in the employment of apprentices. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices.
E. CONTRACTOR or subcontractors may not perform work on a public works project with a subcontractor who is ineligible to perform work on a public project pursuant to Labor Code section 1777.1 or 1777.7. Any contract on a public works project entered into between CONTRACTOR and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract. Any public money that is paid or may have been paid to a debarred subcontractor by CONTRACTOR on the project shall be returned to CITY. CONTRACTOR shall be responsible for the payment of wages to workers of a debarred subcontractor who has been allowed to work on the Project.
F. CONTRACTOR agrees to bind every subcontractor to the terms of the Agreement as far as such terms are applicable to subcontractor’s portion of the work. CONTRACTOR shall be as fully responsible to CITY for the acts and omissions of its subcontractor and of persons either directly or indirectly employed by its subcontractor, as CONTRACTOR is for acts and omissions of persons directly employed by CONTRACTOR. Nothing contained in these Agreement shall create any contractual relationship between any subcontractor and CITY.
13. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. Notice of termination shall be in writing.
B. CONTRACTOR may terminate this Agreement. Notice will be in writing at least 30 days before the effective termination date.
C. In the event of such termination, CONTRACTOR shall cease services as of the date of termination, all finished or unfinished documents, data, drawings, maps, and other materials prepared by CONTRACTOR shall, at CITY’s option, become CITY’s property, and CONTRACTOR will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination.
D. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.
14. INDEMNIFICATION.
A. CONTRACTOR shall indemnify, defend with counsel approved by CITY, and hold harmless CITY, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONTRACTOR's performance of work hereunder or its failure to comply with any of its obligations contained in this AGREEMENT, regardless of CITY’S passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of CITY. Should CITY in its sole discretion find CONTRACTOR’S legal counsel unacceptable, then CONTRACTOR shall reimburse CITY its costs of defense, including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation.
CONTRACTOR shall promptly pay any final judgment rendered against CITY (and its officers, officials, employees and volunteers) covered by this indemnity obligation. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.
B. The requirements as to the types and limits of insurance coverage to be maintained by CONTRACTOR as required by Section 19, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONTRACTOR pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.
15. ASSIGNABILITY. This Agreement is for CONTRACTOR’s professional services.
CONTRACTOR’s attempts to assign the benefits or burdens of this Agreement without CITY’s written approval are prohibited and will be null and void.
16. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that CONTRACTOR will act as an independent contractor and will have control of all work and the manner in which is it performed. CONTRACTOR will be free to contract for similar service to be performed for other employers while under contract with CITY. CONTRACTOR is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work or to exercise a measure of control over the work means that CONTRACTOR will follow the direction of the CITY as to end results of the work only.
17. AUDIT OF RECORDS.
A. CONTRACTOR agrees that CITY, or designee, has the right to review, obtain, and copy all records pertaining to the performance of this Agreement.
CONTRACTOR agrees to provide CITY, or designee, with any relevant information requested and will permit CITY, or designee, access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this Agreement.
CONTRACTOR further agrees to maintain such records for a period of three (3) years following final payment under this Agreement.
B. CONTRACTOR will keep all books, records, accounts and documents pertaining to this Agreement separate from other activities unrelated to this Agreement.
18. CORRECTIVE MEASURES. CONTRACTOR will promptly implement any corrective measures required by CITY regarding the requirements and obligations of this Agreement. CONTRACTOR will be given a reasonable amount of time as determined by CITY to implement said corrective measures. Failure of CONTRACTOR to implement required corrective measures shall result in immediate termination of this Agreement.
19. INSURANCE REQUIREMENTS.
A. CONTRACTOR, at CONTRACTOR’s own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies:
1. Workers Compensation Insurance as required by law. CONTRACTOR shall require all subcontractors similarly to provide such compensation insurance for their respective employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by CITY at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against CITY, its officers, agents, employees, and volunteers for losses arising from work performed by CONTRACTOR for CITY.
2. General Liability Coverage. CONTRACTOR shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.
3. Automobile Liability Coverage. CONTRACTOR shall maintain automobile liability insurance covering bodily injury and property damage for all activities of CONTRACTOR arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence.
4. Professional Liability Coverage. CONTRACTOR shall maintain professional errors and omissions liability insurance for protection against Contractor alleging negligent acts, errors, or omissions which may arise from CONTRACTOR’S operations under this Agreement, whether such operations be by CONTRACTOR or by its employees, subcontractors, or subcontractors. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single-limit-per-occurrence basis. When coverage is provided on a “claims made basis,” CONTRACTOR will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated.
Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONTRACTOR for all claims made by CITY arising out of any errors or omissions of CONTRACTOR, or its officers, employees or agents during the time this Agreement was in effect.
B. Endorsements. Each general liability, automobile liability and professional liability insurance policy shall be issued by a financially responsible insurance
company or companies admitted and authorized to do business in the State of California, or which is approved in writing by CITY, and shall be endorsed as follows. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise.
1. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.”
2. This policy shall be considered primary insurance as respects CITY, its elected or appointed officers, officials, employees, agents, and volunteers.
Any insurance maintained by CITY, including any self-insured retention CITY may have, shall be considered excess insurance only and shall not contribute with this policy.
3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
4. The insurer waives all rights of subrogation against CITY, its elected or appointed officers, officials, employees, or agents.
5. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to CITY, its elected or appointed officers, officials, employees, agents, or volunteers.
6. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days’ written notice has been received by CITY.
C. CONTRACTOR agrees to provide immediate notice to CITY of any claim or loss against Contractor arising out of the work performed under this agreement.
CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.
D. Any deductibles or self-insured retentions must be declared to and approved by CITY. At CITY’s option, CONTRACTOR shall demonstrate financial capability for payment of such deductibles or self-insured retentions.
E. CONTRACTOR shall provide certificates of insurance with original endorsements to CITY as evidence of the insurance coverage required herein.
Certificates of such insurance shall be filed with CITY on or before commencement of performance of this Agreement. Current certification of
insurance shall be kept on file with CITY at all times during the term of this Agreement.
F. Failure on the part of CONTRACTOR to procure or maintain required insurance shall constitute a material breach of contract under which CITY may terminate this Agreement pursuant to Section 13 above.
G. The commercial general and automobile liability policies required by this Agreement shall allow CITY, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the CONTRACTOR (as the named insured) should CONTRACTOR fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director. CONTRACTOR understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by CONTRACTOR as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on CONTRACTOR’S behalf upon CONTRACTOR’S failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against Contractor for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.
20. USE OF OTHER CONTRACTORS. CONTRACTOR must obtain CITY’s prior written approval to use any Contractors while performing any portion of this Agreement. Such approval must include approval of the proposed Contractor and the terms of compensation.
21. FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE. The acceptance by the CONTRACTOR of the final payment made under this Agreement shall operate as and be a release of CITY from all claims and liabilities for compensation to the CONTRACTOR for anything done, furnished or relating to the CONTRACTOR’S work or services. Should any out-of-Agreement work arise during the term of the agreement, final payment for the last out-of-Agreement work invoice would constitute final payment. Acceptance of payment shall be any negotiation of CITY’S check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONTRACTOR, its employees, sub-Contractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONTRACTOR, its employees, sub-Contractors and agents.
22. CORRECTIONS. In addition to the above indemnification obligations, the CONTRACTOR shall correct, at its expense, all errors in the work which may be
disclosed during CITY’S review of CONTRACTOR’S report or plans. Should the CONTRACTOR fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONTRACTOR. In addition to all other available remedies, CITY may deduct the cost of such correction from any retention amount held by CITY or may withhold payment otherwise owed CONTRACTOR under this Agreement up to the amount of the cost of correction.
23. NON-APPROPRIATION OF FUNDS. Payments to be made to CONTRACTOR by CITY for services preformed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that CITY does not appropriate sufficient funds for payment of CONTRACTOR’S services beyond the current fiscal year, the Agreement shall cover payment for CONTRACTOR’S only to the conclusion of the last fiscal year in which CITY appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.
24. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:
CITY CONTRACTOR
City of Lomita
24300 Narbonne Avenue
Lomita, CA 90717
ATTN: Ryan Smoot, City Manager
Integrated Media Systems
200 McCormick Avenue
Costa Mesa, CA 92626
ATTN: Brad Caldwell, President
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. Courtesy copies of notices may be sent via electronic mail, provided that the original notice is deposited in the U.S. mail or personally delivered as specified in this Section.
25. SOLICITATION. CONTRACTOR maintains and warrants that it has not employed nor retained any company or person, other than CONTRACTOR’s bona fide employee, to solicit or secure this Agreement. Further, CONTRACTOR warrants that it has not paid nor has it agreed to pay any company or person, other than CONTRACTOR’s bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONTRACTOR breach or violate this warranty, CITY may rescind this Agreement without liability.
26. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONTRACTOR and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONTRACTOR’s or CITY’s obligations under this Agreement.
27. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County.
28. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written.
29. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.
30. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment with signatures of all parties to this Agreement. CITY’s city administrator, or designee, may execute any such amendment on behalf of CITY.
31. ACCEPTANCE OF FACSIMILE OR ELECTRONIC SIGNATURES. The Parties agree that this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission, scanned and delivered via electronic mail, or delivered using digital signature technology approved by CITY. Such facsimile or electronic signatures will be treated in all respects as having the same effect as an original signature.
32. FORCE MAJEURE. Should performance of this Agreement be impossible due to fire, flood, explosion, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ control, then the Agreement will immediately terminate without obligation of either party to the other.
33. TIME IS OF ESSENCE. Time is of the essence to comply with dates and schedules to be provided.
34. ATTORNEY’S FEES. The parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any party hereto to enforce this Agreement, the prevailing party in
such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that party or those parties may be entitled.
35. STATEMENT OF EXPERIENCE. By executing this Agreement, CONTRACTOR represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY.
CONTRACTOR represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private Contractors, and experience in dealing with public agencies all suggest that CONTRACTOR is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency.
36. DISCLOSURE REQUIRED. (CITY and CONTRACTOR initials required at one of the following paragraphs)
By their respective initials next to this paragraph, CITY and CONTRACTOR hereby acknowledge that CONTRACTOR is a “contractor” for the purposes of the California Political Reform Act because CONTRACTOR’S duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a)(2) or otherwise serves in a staff capacity for which disclosure would otherwise be required were CONTRACTOR employed by CITY. CONTRACTOR hereby acknowledges his or her assumingoffice, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the CITY’S Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to Contractor commencing services hereunder, the City’s Manager shall prepare and deliver to CONTRACTOR a memorandum detailing the extent of CONTRACTOR’S disclosure obligations in accordance with the CITY’S Conflict of Interest Code.
City Initials ______
Contractor Initials ______
OR
By their initials next to this paragraph, CITY and CONTRACTOR hereby acknowledge that CONTRACTOR is not a “contractor” for the purpose of the California Political Reform Act because CONTRACTOR’S duties and responsibilities are not within the scope of the definition of contractor in Fair Political Practice Commission Regulation 18700.3(a)(2) and is otherwise not serving in staff capacity in accordance with CITY’S Conflict of Interest Code.
City Initials ______
Contractor Initials ______
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.
CITY OF LOMITA CONTRACTOR
Ryan Smoot, City Manager By: TITLE
ATTEST:
Kathleen Horn Gregory, City
Clerk
Taxpayer ID No.
APPROVED AS TO FORM:
Trevor Rusin, City Attorney
EXHIBIT A
Scope of Work
This remote monitoring and maintenance proposal for the audiovisual and broadcast communications systems for the City of Lomita (City) is to address the City's newly installed Council Chambers Audio Visual and Broadcast systems.
Remote Monitoring, Preventive Maintenance, Service and System Warranty A full three-year remote monitoring, warranty and system maintenance application is included in this proposal and will provide the following services for the AV systems:
Areas Covered Under this Agreement
This agreement relates to the continued service of equipment installed by IMS in the following areas:
• Council Chamber
• Broadcast Control Room
Remote Monitoring
System Monitoring
Remote checks will be performed of Internet Service Provider (ISP) uptimes, slow internet connections (latency), intermittent internet disconnects (packet loss) and Domain Name Server (DNS) checks to ensure system access by IMS.
Automated monitoring and reporting of identified key point device status will be provided of the core components of the AV systems installed by IMS, which includes routers, switches, control processors, touch panels, displays, power distribution, UPS units, etc.
Remote Troubleshooting and Management
Remote login to the AV and Broadcast systems will allow IMS to troubleshoot and identify the source of problems reported by the monitoring system and mitigate the issue remotely, if possible. As part of the remote monitoring and management plan, the City will grant permission to IMS to conduct remote troubleshooting and repair of the AV systems.
Remote Reboot Capabilities
Remote reboot capabilities, where applicable, will be provided to allow IMS to provide remote software reboots of equipment installed by IMS for selected control processors and touch panels as well as soft reboots on certain devices. This service is also to include hard reboots of devices through IP based UPS units and certain network switches. In the event a device indicates signs of failure or problems, IMS will log in to the system remotely and reboot a device.
Preferred Priority Maintenance and Technical Service
The following information outlines the maintenance and technical service coverage and processes included in this proposal.
Preferred Priority Maintenance and Technical Service Plan • Quarterly Preventive Maintenance of all systems
• 24/7 remote system monitoring
• Remote system diagnostics, troubleshooting and reboot • Assures rapid response within 1 business day of your service request during normal business hours. Requests received after hours will be responded to within the next business day.
• Enhances manufacturers’ warranties through prompt on-site service and repair • Unlimited telephone support between the hours of 8:30 a.m. – 5:00 p.m., PST M-F
• Covers technical personnel travel, diagnosis, de-installation, repair, reinstallation and alignment of repaired equipment
• Provides UNLIMITED emergency support of your equipment • Covers all required parts and repair costs for equipment breakdown Business Hours and Rates
• Telephone and on-site service hours are from 8:30 a.m. to 5:00 p.m. PST, Monday through Friday. Work must begin and end within the stated on-site service hours or telephone support hours, based on the service being provided. • Work that is performed outside our normal work hours is additionally billable at IMS’ current labor rates. No work will be performed outside of our normal work hours unless approved in advance in writing by a representative of the City. • IMS’ current labor rates are as follows:
Principal $ 250.00 per hour
Engineer 185.00 per hour
Drafting 185.00 per hour
Project Manager 135.00 per hour
Technician 125.00 per hour
Administration 70.00 per hour
In case emergency support is required outside our normal work hours, the City may use the following contact:
Brad Caldwell – Cell (714)396-4495 On-Site Preventive Maintenance Quarterly scheduled preventive maintenance services are included in this plan.
Preventive maintenance includes a systematic check of each device in the systems for proper operation. As part of the preventative maintenance visits the technical team will make any necessary adjustments to the equipment, evaluate the system and devices for any apparent issues and verify appropriate equipment and system operation. At the conclusion of the maintenance check, the technical team will provide the Department with a verbal overall assessment of the system and leave a copy of the review checklist and associated notes.
Service Process
Upon receipt of a service notification from the City to [email protected] or telephone call during normal business hours (i.e., Monday through Friday, 8:30 a.m. to 5:00 p.m.) identifying or requesting required repair services on covered equipment, IMS will attempt to provide assistance to the City over the telephone. If telephone support is unsuccessful, IMS will dispatch a technician or an engineer, as applicable, to the site during normal business hours to perform service. Priority Technical Service does not guarantee any specific turnaround time or entitle the District to after-hours exemptions or inclusions.
If the City requests after-hours support, IMS will provide support on a best effort basis and at additional charge to the District at IMS’ then-current hourly rate for after-hours support. Although IMS will attempt to provide support for the District whenever required, IMS shall not be obligated to provide or perform repair service after normal business hours.
Field Service Process
IMS will respond to a requirement for field service on an expedited basis. If the issue cannot be resolved remotely, service personnel will be dispatched to the room. Once dispatched to the room, the IMS technician will perform a system test to attempt to duplicate and diagnose the issue. Once the issue has been diagnosed, the IMS technician will take one of the following actions:
Problem diagnosed and resolved – If the IMS technician can resolve the issue during the initial visit, the system will be re-tested to ensure the problem has been resolved and the system is operating per original installation specifications (display, audio and configuration).
System equipment repair required - if repair is required for any system component, the following steps will be taken once approval is received from the District:
• IMS will remove the defective equipment
• IMS will arrange for a RMA for the defective equipment from the manufacturer or manufacturer authorized repair center and arrange shipment • IMS will coordinate repair of the equipment with the repair provider. Upon completion of the repair and receipt of the returned equipment from the manufacturer or repair center, IMS will contact the District contact to determine room availability and schedule a return service visit
• IMS will reinstall the repaired equipment, reload applicable software and perform appropriate equipment and system testing to ensure device functionality and appropriate interface to the system
Period of Performance
The period of performance of maintenance shall be three (3) years from date of commencement. Unless
otherwise noted, maintenance shall commence upon IMS’ substantial completion of the systems.
Shipping
All parts and equipment will be shipped two-day delivery. Expedited delivery is also available, upon the District’s request. If you wish to have shipment expedited, by executing this Agreement, you agree to be billed for any cost difference between two-day delivery and expedited delivery which you have requested.
Other Terms and Conditions Equipment Access and Maintenance IMS must have unrestricted access to the covered equipment for service visits. All covered equipment must be operated in accordance with the user operations manuals provided by the equipment manufacturer.
Equipment Alterations
This agreement does not cover instances where non-IMS personnel have altered, repaired or modified the wiring interconnections or covered equipment of this agreement, except as expressly directed by our service personnel. The agreement also does not cover CFE equipment or equipment, components, wiring or other parts that have been added to the covered equipment without written notification to, and acceptance by, IMS.
The City is to provide all required network infrastructure, internet services and configuration of network and internet access to IMS’ specifications prior to IMS’ installation team arrival.
IMS’ ability to perform certain of the Services is dependent upon installation and continued connection at the Premises of a remote monitoring appliance for the duration of and as a part of this agreement. IMS’ ability to perform certain of the Services is also dependent on the City’s maintenance of a reliable, timely, electronic connection to the Internet. Accordingly, the City will obtain, install, operate and maintain, at the City’s expense, all necessary hardware, software, and telecommunications connections, services and equipment, compatible with and suitable to allow IMS to monitor the Systems via the Internet.
Not Covered Under this Agreement
• Failure of equipment or room functionality caused by fire, utility service disruptions, unconditioned or fluctuating electrical power, or natural and environmental causes such as earthquake, tornado, lightning, corrosion, flood, or other acts of God, or other causes beyond IMS’ reasonable control.
• Failure of equipment or room functionality caused by abuse, misuse, negligence, or previously installed or used equipment, which is not in good operating condition. • Any actual, consequential or incidental damages incurred or suffered by the District, directly or indirectly, or for economic loss, including, but not limited to inconvenience, loss of profits, loss of business revenue, loss of time, loss of equipment use, or any other economic loss of any kind whatsoever, even if IMS has been advised of the possibility thereof.
• System alterations or enhancements. An addendum to this agreement will be provided by IMS and is required to cover system alterations or enhancements. • Control system changes or other software programming changes. • Failures or faults caused by structural, mechanical, electrical, or plumbing systems or devices not installed by IMS and not specifically covered under this contract. • Inability of the covered equipment to perform in a manner other than for which it was designed and intended.
• Repairs prohibited by statute, governmental regulation, or any other law.
An invoice for the contract value will be generated upon approval and execution of the Proposal.
Payment shall be due within 30 days of the date of the invoice to initiate services.