09.H Report Award WIP Contract Cablecasting Equipment 2022-09-06 — Pismo Beach City Council, September 6, 2022

PISMO BEACH COUNCIL AGENDA REPORT
Agenda Item #9.H
SUBJECT/TITLE:

AWARD OF CONTRACT TO WIP, INC. FOR THE INSTALLATION OF AUTOMATED

AUDIO-VISUAL PRODUCTION EQUIPMENT IN THE COUNCIL CHAMBER RECOMMENDATION:

Adopt a Resolution authorizing the City Manager to execute an agreement with PBR Enterprises, Inc., DBA WIP, for the installation of Automated Council Chamber Audio- Visual Production Equipment in the amount of $127,245.47 in Fiscal Year 2023, and making related budget adjustments.

BACKGROUND:

Since the City began broadcasting its City Council and Planning Commission meetings live on TV, contract cablecasting operators have been utilized to provide the broadcasting services. Since 2010, the City has contracted with local radio station KCBX for these services. In early 2022, as the current contract term end approached, KCBX informed the City of its intent to discontinue the cablecasting portion of its business model, and the City began evaluating its options for maintaining the cablecasting of legislative meetings.

Potential options identified included finding a new cablecasting firm, as similar to the existing arrangement as possible; hiring qualified individuals to act as cablecasting contractors; hiring new staff or using existing staff to perform cablecasting services; automation of meeting video and sound production in order to minimize the need for human operators as much as possible; and lowering production standards to the broadcast of a single wide-angle shot of the Chamber for the duration of the meeting, similar to a number of other cities.

Interim Staffing Solution
An RFP was issued in an effort to maintain the status quo and find a new vendor for contract cablecasting operations services, but no responsive proposals were received.

Options for staffing the meeting with individual contractors or staff employees were then evaluated, and since that time the City has utilized two individual staff members with appropriate skill sets to maintain continuity of cablecasting operations for the approximately four evening legislative meetings per month that require live broadcast.

However, staff has determined that relying on a very small pool of two staff people to maintain operations for weekly meetings will not be a sustainable long-term approach to guaranteeing that all City Council and Planning Commission meetings are reliably broadcast.

Long-Term Automated Solution
Because approaches that rely on either vendors or staff have not proven viable at this time, staff began talking to other public agencies who have been unable to secure reliable cablecasting services in recent history and found that several other neighboring agencies are exploring the implementation of automated audio-visual equipment in their meeting

9.H-1Council Agenda 9-6-2022

Chambers. Staff then released an RFP in early August to locate a vendor to procure, install, and train staff on the use of such automated equipment. One responsive proposal, from WIP, Inc. (cost proposal provided Attachment 1A) was received. The proposal includes a phased solution that would first install an automated camera system capable of automatically switching between meeting participants using voice detection and utilizing a library of pre-set views to assemble the camera angles in production-quality video. This approach would provide the closest approximation of the current viewer experience on both Channel 20 and webstream, and will provide added benefits including the ability to easily receive remote technical support. In addition, audio reconfiguration will improve viewer experience for those participating via Zoom, when a virtual access option is offered. An additional phase of the project would involve replacement of the microphones and other audio equipment, to provide an enhanced audio experience for both in-room and remote participants.

The City has partnered successfully on past technology-related projects, including prior work on the Council Chamber audio-visual system, with WIP and its staff. Staff believes that WIP has demonstrated the capability to procure and install the necessary equipment, and train department staff on the use of the same, eliminating the need for humans to provide specialized cablecasting services for the full duration of legislative meetings.

Conclusion and Recommendation
Because the implementation of an automated audio-visual production system is the only viable mid- to long-term solution currently available for the broadcasting of legislative meetings in the Council Chamber, staff recommends that the Council adopt a Resolution (Attachment 1) authorizing the City Manager to execute an agreement with WIP, Inc. (Attachment 2) for the installation of Automated Council Chamber Audio-Visual Production Equipment in the amount of $127,245.47 in Fiscal Year 2023, and making related budget adjustments.

FISCAL IMPACT:

As the proposed project consists entirely of capital improvements related to governmental cable broadcasting and equipment in the Council Chamber, it may be funded with Public, Educational, and Governmental access (PEG) Funds. These funds are passed through by Charter Spectrum under its Franchise Agreement with the City for its operations in Pismo Beach. Of these PEG funds, $100,000 was appropriated on August 16, 2022 as part of the Council’s Mid-Cycle Budget Adjustments for FY 2022 and 2023, leaving a project shortfall of $27,245.47. There is currently a projected $33,489 of PEG Fund available fund balance as of June 30, 2022.

Staff recommends that, as part of the action to award this contract, the remaining $27,246 be appropriated from the PEG Fund available fund balance to the Council Chamber Automated Camera System Project.

ALTERNATIVES:

1. Do not adopt the resolution; provide other direction to staff on the broadcasting of legislative meetings.

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ATTACHMENTS:

1. Resolution

1.A. Exhibit A to Resolution: Cost Proposal

2. Agreement
Prepared by: Meeting Date: September 6, 2022
Erica Inderlied, City Clerk
Submitted by: Jorge Garcia, Assistant City Manager
City Manager Approval:

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RESOLUTION NO. R-2022-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PISMO BEACH,

CALIFORNIA AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH PBR ENTERPRISES, INC., DBA WIP, FOR THE INSTALLATION OF

AUTOMATED COUNCIL CHAMBER AUDIO-VISUAL PRODUCTION EQUIPMENT IN THE AMOUNT OF $127,245.47 IN FISCAL YEAR 2023, AND MAKING RELATED

BUDGET ADJUSTMENTS
WHEREAS, the City’s long-time cablecasting operations vendor recently declined to renew its contract with the City, at which time staff evaluated options for continuity of live broadcasting for City Council and Planning Commission meetings; and WHEREAS, staff has found that qualified and available vendors and staff are not readily available to perform these services, and therefore investigated the possibility of switching to an automated audio-visual production system in order to assure the ability to continue to broadcast legislative meetings in the Council Chamber; and WHEREAS, the City issued an RFP to locate a vendor qualified to procure, install, and provide staff the necessary training on an automated system, and one responsive proposal, from WIP, Inc., was received; and
WHEREAS, an automated audio-visual production system will provide meeting viewers and participants with the closest possible approximation of the City’s current production standards, given the present limitations on the availability of both staff and contract operators; and
WHEREAS, staff has determined that WIP possess the necessary experience, qualifications, and project understanding, for successful implementation of the system.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Pismo Beach hereby authorizes the City Manager to execute an agreement with PBR Enterprises, Inc., DBA WIP, Inc. (scope and cost proposal provided as Exhibit A) for the installation of Automated Council Chamber Audio-Visual Production Equipment in the amount of $127,245.47 in Fiscal Year 2023.

BE IT FURTHER RESOLVED that the City Council of the City of Pismo Beach hereby appropriates $27,246 in the Public, Educational, and Governmental (PEG) Fund Council Chamber Automated Camera System Project from the PEG Fund available fund balance in Fiscal Year 2023.

UPON MOTION OF Council Member , seconded by Council Member , the foregoing resolution was adopted by the City Council of the City of Pismo Beach this 6th day of September 2022, by the following vote:

Attachment 1

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AYES:

NOES:

ABSENT:

ABSTAIN:

RECUSED:

Approved: Attest:
________________________ ________________________
Ed Waage, Mayor Erica Inderlied, City Clerk
Attachment 1

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SCOPE OF WORK

EXECUTIVE SUMMARY
The City of Pismo Beach has a subcontractor that operates the production system for the City Council meetings in the Council Chambers. The contract is up for renewal at the end of July and the contractor has elected not to renew. This will leave the City without an operator until a new operator can be found or a different production solution can be implemented.

WIP has recognized that this situation is becoming more and more common for munici- palities. The engineering team at WIP has been exploring options for local government clients for some time to develop alternatives solutions to help eliminate the need for operators during a live meeting.

The frequency of meetings, the time at which meetings occur, and the associated tasks to prep and finalize a meeting; does not warrant a full-time staff member. This is typ- ically why this job is subcontracted to a third-party. During the pandemic, City Council meetings could not be held in the same manner as before and subcontracted operators were not needed. The subcontractors staffing these meetings needed to downsize and/ or eliminate these positions to remain in business if they managed to survive at all. This made the return to chambers much more difficult for municipalities. With no one to op- erate their meetings, they typically relied on the IT staff to perform these duties but it is not ideal and not sustainable. Another solution would be needed.

Over a year ago, WIP was introduced to 1Beyond who makes an automated production system that is voice-activated. Operators were not needed to switch cameras, overlay graphics, and run a meeting. WIP immediately identified that this system would be an acceptable alternative to live operators and began promoting the solution to its existing customers. WIP wasn’t the only organization that recognized the potential of this system.

Crestron, the world leader in audiovisual distribution and automation purchased 1Be- yond and is bringing the solution to the masses.

WIP believes this will be a great solution for the City of Pismo.

Based on an initial site visit and evaluation of your existing hardware, your existing audio system is compatible with the 1Beyond system and integration should be straight forward.

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The 1Beyond system will utilize your existing gooseneck microphones and audio DSP to identify when a person is speaking and will automatically aim an available (non-live) camera at that person, then take the camera live. The system can even include basic lower-thirds graphics for delegate naming.

The new system will replace the video switcher and existing cameras. Up to (7) sources can be added to this system, for this project, (6) cameras plus (1) content input will be used.

WIP will work with the City to review previous meetings and will develop on-screen graphics such as dual box layouts, picture-in-picture layouts, and lower thirds graphics for delegate naming.

Optionally, WIP has included the cost to replace the microphone system. These compo- nents are on VERY long back order and as such have their own labor for a future return trip. It is not necessary to upgrade the microphone system for the main project, however if the City is interested in upgrading the microphone system, it is best to get the items on order now. Discussion systems include built-in speakers at each mic to make it easier for each delegate to hear the others along with program audio.

It’s important to note that a staff member will still be necessary for channel program- ming which includes trimming recorded video once a meeting is finished, adding the recording to your channel programming, and scheduling regular playback. Depending on your internal policies and legal requirements, this can be performed the following day during regular business hours.

Attachment 1A

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DESCRIPTION OF WORK

1. Before installation, WIP will provide the City with submittals including: GUI sam- ples, shop drawings, and operational documentation to finalize the system design and operation.

2. WIP will remove the existing PTZ cameras and production switcher and provide them to the City for storage, re-purposing, or disposal.

3. WIP will clean up all audio cabling connected to the QSC DSP and its compo- nents. The existing terminations are very messy and based on the photos taken at the site, could short out. WIP will re-terminate all connections to the device and re-dress the cables.

4. WIP will provide and install (6) new PTZ cameras in place of the existing cam- eras. The 6th camera will be new and be installed directly next to the center PTZ camera that captures the wide shot. Two cameras are necessary for this position.

5. WIP will provide and install a Crestron control system to operate the room ‘modes’ and for room audio controls. Since no operator will be present, a staff member will need to adjust room volume as needed. WIP will also enable several automatic level controls in the audio system to manage microphone levels and program audio levels to broadcast. The system should run 95% automated with minor interaction needed for starting a meeting, mode selection, and manual au- dio overrides as needed.

6. WIP will provide and install a new iPad GUI for a person such as the clerk to select the appropriate ‘mode’ based on the agenda. For example, during public comment; a mode for public comment can be made that would utilize a dual box that would show the podium and the delegates they are interacting with. This is a web-based GUI that can be run from any PC or mobile device. The iPad makes it fast and easy to select a mode. This quote includes a tabletop charging station that will be installed next to the clerk and a wall mounted charging station that Attachment 1A

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will be installed in the booth for securely storing the iPad, both will charge the tablet. WIP will work with the City to determine how many modes would be need- ed and how they would operate to produce a show that would mimic or improve their previous productions.

FINAL CONSIDERATIONS

1. The Crestron system will be programmed to start a recording on the Nexus and switch the video routes to take the control and send live video to the public. However, it will not handle channel programming, filenames, etc.

Someone will still need to manage the video files and schedule playback.

2. This system will be built with remote support and assisted operation in mind.

The cameras and switcher will all be NDI capable should the booth need to be relocated to another location. Full remote operation is available via network for the future.

3. The Crestron GUI will include a desktop application so that the system can be remotely controlled.

4. WIP strongly recommends dedicating a small PC in the rack for remote support. This PC would be loaded with all application and files needed to make changes or operate the system remotely as needed.

5. Some user interaction will still be necessary during a meeting. ‘Start a meeting’ button will exist on the iPad. This will start a recording in the nexus, switch video to take control and send live video to the public. ‘Stop meeting’ - will stop the recording in the Nexus and switch to the virtual channel.
‘Mode selection’ - will change how the system presents video to the pub- lic. Changing modes will not be necessary all the time, but this will pro- vide some additional options as you advance through the agenda.

Manual Audio Override – some sliders will be present to make minor ad- justments should the system require it. The auto-leveling blocks in the DSP have limits that are set to prevent too much automatic adjustment on the systems behalf. A very quiet talker or a person speaker very far away from a microphone may need minor adjustments made.

6. Last, this is a new technology that is custom integrated. As with any new custom system, a debugging period should be anticipated to work out the kinks, address design flaws, and smooth out operation.

Attachment 1A

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BILL OF MATERIALS
Qty Manufacturer Model Short Description Price

REQUIRED COMPONENTS
1 CRESTRON IV-SAM-VXP-1B AUTOMATED MULTI-CAMERA SOLUTION WITH VOICE-ACTIVATED SWITCH- ING
$10,995.00
1 CRESTRON IV-PROSERVICE-1B 1BEYOND PROFESSIONAL SYSTEM COMMISSIONING $2,000.00 6 CRESTRON IV-CAMPTZ-20-SLVR-1B HIGH-QUALITY PTZ CAMERA WITH POE+$14,970.00 1 WINDY CITY WIRE '556600 BULK - CAT6E PLENUM - WHITE $216.00 1 WINDY CITY WIRE RG6HDP-BLK BULK - RG 6/U PLENUM FOR VIDEO - BLACK $558.00 1 MAGEWELL '32070 HD-SDI TO USB SIGNAL CONVERTER $332.22 1 WINDY CITY WIRE RG6HDP-BLK BULK - RG 6/U PLENUM FOR VIDEO - BLACK $18.60 1 Liberty Wire & Cable E-USB3AB-06 6 FT USB 3.0 A TO B CABLE - BLACK $7.60 2 1BEYOND 1BAAC-MCJ J SHAPED CEILING MOUNT FOR AUTOTRACKER/AUTOFINDER OR PTZ

CAMERAS
$270.00
1 APPLE IPAD 10.2IN 32GB WIFI IPAD 10.2IN 32GB WIFI - 7TH GENERATION $329.00 1 IPORT '71017 IPORT - LUXE - CASE FOR IPAD IPAD PRO 10.5-INCH | IPAD AIR 10.5-INCH (3RD GEN) - WHITE
$350.00
1 IPORT '71002 LUXEPORT BASE STATION WHITE INCLUDES POWER SUPPLY $435.00 1 IPORT '71005 LUXEPORT WALL STATION WHITE $375.00
1 LUXUL XPE-2500 SINGLE PORT GIGABIT POE/POE+ INJECTOR 30W WITH US POWER CORD
$56.18
1 WINDY CITY WIRE '556600 BULK - CAT6E PLENUM - WHITE $36.00 1 APPLE ITUNES GIFT CARD CRESTRON IPAD APP $99.00
1 BLACKMAGIC DESIGN Mini Converter HDMI to SDI 6G MINI CONVERTER HDMI TO SDI 6G - CONVERT FROM HDMI DEVICES TO SDI VIDEO IN SD, HD AND ULTRA HD VIDEO FORMATS.
$195.00
1 WINDY CITY WIRE RG6HDP-BLK BULK - RG 6/U PLENUM FOR VIDEO - BLACK $7.44 1 LIBERTY AV SOLUTIONS Z100HDE06FT 6 FT - STANDARD HIGH SPEED HDMI CABLE - 18 GBPS $9.60 1 CRESTRON RMC4 4-SERIES CONTROL SYSTEM $785.71
1 C2G '00728 6 FT CAT6E SNAGLESS CABLE - BLACK $15.99
1 BLACKMAGIC DESIGN BMD-CONVMSDIDA4K HD-SDI DISTRIBUTION AMPLIFIER $315.00 1 BLACKMAGIC DESIGN BMD-CONVMBSH4K6G SDI to HDMI 6G CONVERTER $199.00 1 SNAPAV OVRC-300-PRO OVRC PRO LIFETIME LICENSE + GIGABIT HUB $871.95 1 SNAPAV KIT-UPS-IPVM12-1500 WATTBOX UPS + SURGE CONDITIONER KIT 1500VA, 12-OUTLET $1,687.62 1 BLACKMAGIC DESIGN BMD-CONVMASA MINI CONVERTER - SDI TO ANALOG $215.00 MISC. MATERIALS AND ACCESSORIES $2,827.99
SHIPPING AND FREIGHT $2,120.99
SERVICE PLAN $4,602.24
SALES TAX $2,958.79
SUBTOTAL $47,859.92

REQUIRED LABOR
ADMINISTRATOR LABOR STANDARD ADMIN LABOR $160.00

DOCUMENT FEE DOCUMENT CREATION, DUPLICATION, AND PRINTING FOR SHOP DRAW- INGS
$95.00
D&E - HOURLY DESIGN AND ENGINEERING $7,000.00
PROJECT MANAGEMENT - HOURLY PROJECT MANAGEMENT $880.00
Attachment 1A

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Qty Manufacturer Model Short Description Price
PROGRAMMING - DSP AUDIO SYSTEM EQUALIZATION AND PROGRAMMING $2,800.00 LEAD TECH - DAY RATE LEAD TECH LABOR - DAY RATE $3,240.00 TECH LABOR - DAY RATE STANDARD TECH LABOR - DAY RATE $5,040.00 DEBUGGING SYSTEM DEBUGGING DURING OR POST INSTALLATION $2,800.00 LODGING AND PER DIEM HOTEL AND FOOD DURING INSTALLATION $3,750.00 TRAVEL - HOURLY TRAVEL - HOURLY $1,080.00
PROGRAMMING - CONTROL SYSTEM CONTROL SYSTEM PROGRAMMING $7,000.00 TRAINING TRAINING LABOR - (2) HALF DAY SESSIONS $880.00 SUBTOTAL $34,725.00
REQUIRED GRAND TOTAL $82,584.92

OPTIONAL COMPONENTS - REPLACEMENT MICROPHONE SYSTEM
1 SHURE MXCWAPT-A WIRELESS ACCESS POINT - POE - UP TO 125 CONF UNITS $3,752.86 13 SHURE MXCW640 WIRELESS CONFERENCE UNIT (INCLUDES SB 930 BATTERY)$19,500.00 1 SHURE SB930 SPARE RECHARGEABLE BATTERY FOR MXCW640 $2,247.14 1 SHURE MXC420DF/C CARDIOID DUAL-FLEX GOOSENECK MICROPHONE (20 in/50 cm)$2,692.86 2 SHURE MXCWNCS 10-BAY BATTERY CHARGER $2,207.14
1 CRESTRON IV-PROSERVICE-1B 1BEYOND PROFESSIONAL SYSTEM COMMISSIONING $2,000.00 EQUIPMENT SUBTOTAL $32,400
LEAD TECH - DAY RATE LEAD TECH LABOR - DAY RATE $2,160.00 TECH LABOR - DAY RATE TECH LABOR - DAY RATE $1,680.00
LODGING AND PER DIEM HOTEL AND FOOD DURING INSTALLATION $1,500.00 TRAVEL - HOURLY TRAVEL - HOURLY $720.00
LABOR SUBTOTAL $6,060
MISC. MATERIALS AND ACCESSORIES $1,620.00
SHIPPING AND FREIGHT $1,944.00
SALES TAX $2,636.55
OPTIONAL SECTION SUBTOTAL $44,660.55
GRAND TOTAL W/OPTIONAL ITEMS $127,245.47

PAYMENT SCHEDULE (NO OPTIONAL ITEMS)
EQUIPMENT DEPOSIT $44,901.13
SUBSTANTIAL COMPLETION $33,915.41
FINAL $3,768.38

PAYMENT SCHEDULE (WITH OPTIONAL ITEMS)
EQUIPMENT DEPOSIT $80,865.13
SUBSTANTIAL COMPLETION $41,742.31
FINAL $4,638.03
Attachment 1A

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CITY OF PISMO BEACH

CONSTRUCTION SERVICES AGREEMENT
This Construction Services Agreement (“AGREEMENT”) is made and entered into as of the date the AGREEMENT is fully executed by all parties (the “Effective Date”), by and between the City of Pismo Beach, a municipal corporation ("CITY"), and PBR Enterprises Inc., dba WIP ("CONTRACTOR"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

I. SCOPE OF WORK
CONTRACTOR shall perform within the time set forth in Article 2 of this AGREEMENT and shall furnish at its own cost all labor, materials, equipment, tools, utility services, and transportation and perform and complete all work required in connection with the installation of the Council Chamber Automated Production System Project (hereinafter “Project”).

By entering into this AGREEMENT, CONTRACTOR acknowledges that there may be other contractors on the site whose work will be coordinated with that of its own. CONTRACTOR expressly warrants and agrees that it will cooperate with other contractors and will do nothing to delay, hinder, or interfere with the work of other separate contractors, CITY, the Project Manager, the Public Works Director/City Engineer, or utilities. CONTRACTOR also expressly agrees that, in the event its work is hindered, delayed, interfered with, or otherwise affected by a separate contractor, its sole remedy will be a direct action against the separate contractor. To the extent allowed by law, CONTRACTOR will have no remedy, and hereby expressly waives any remedy against CITY, the Project Manager, or the Public Works Director/City Engineer on account of delay, hindrance, interference or other events caused by a separate contractor.

II. TIME FOR PROJECT COMPLETION
All of CONTRACTOR’s work on the Project shall be completed within durations established for the individual activities as set forth in the Project Construction Schedule. All work shall commence fifteen (15) calendar days after receiving a written Notice to Proceed from CITY or Project Manager, if a Project Manager is employed by CITY on the Project. CONTRACTOR shall refer to the invitations for bids, and Project Plans and Specifications, all of which, as set forth below, are incorporated herein by reference, for contractual obligations regarding individual activity durations. The aggregate sum total work of all individual Prime Contractors to CITY comprises the entire “Project” and shall be commenced and completed in conformance with the Project Construction Schedule. The entire Project shall be completed within 60 working days (“Contract Time”).

III. THE CONTRACT SUM
CITY shall pay to CONTRACTOR for the performance of this AGREEMENT, subject to any additions and deductions provided in the Project documents, the sum of one hundred twenty-seven thousand, two hundred forty-five dollars and forty-seven cents ($127,245.47).

IV. PROGRESS PAYMENTS
Based upon Applications for Payment submitted to the Public Works Director/City Engineer by CONTRACTOR and Certificates for Payment issued by the Public Works Director/City Engineer, CITY shall make progress payments on account of the Contract Sum to CONTRACTOR as provided in the General Conditions.

This AGREEMENT is subject to the provisions of Article 1.7 (commencing at Section 20104.50) of Division 2, Part 3 of the Public Contract Code regarding prompt payment of contractors by local 2 of 10
governments. Article 1.7 mandates certain procedures for the payment of undisputed and properly submitted payment requests within 30 days after receipt, for the review of payment requests, for notice to CONTRACTOR of improper payment requests, and provides for the payment of interest on progress payment requests which are not timely made in accordance with that Article. This AGREEMENT hereby incorporates the provisions of Article 1.7 as though fully set forth herein.

This AGREEMENT is also subject to the provisions of Public Contract Code Section 9204, which provides for the submission and resolution of specified claims by CONTRACTOR, including provisions governing the type of claims that may be submitted, the time to respond to such claims, and alternative dispute resolution procedures. The provisions of Section 9204 are incorporated herein by reference, and to the extent CONTRACTOR asserts a claim specified by Section 9204, CONTRACTOR shall comply with all provisions set forth in Section 9204 in submitting a claim to CITY.

V. RETENTION OF SECURITIES
Public Contract Code Section 22300 permits the substitution of securities for any monies withheld by CITY to ensure performance under a contract, at the request and expense of CONTRACTOR.

Substitution of securities shall not be required in contracts in which there will be financing provided by the Farmers Home Administration of the United States Department of Agriculture pursuant to the Consolidated Farm and Rural Development Act (7 U.S.C. Sec. 1921 et seq.), and where federal regulations or policies, or both, do not allow the substitution of securities. Alternatively, CONTRACTOR may request that CITY make payment of retention earned directly to an escrow agent at the expense of CONTRACTOR. At the expense of CONTRACTOR, CONTRACTOR may direct the investment of the payments into securities and CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this section for securities deposited by CONTRACTOR. Upon satisfactory completion of the contract, CONTRACTOR shall receive from the escrow agent all securities, interest, and payments received by the escrow agent from CITY, pursuant to the terms of this section.

The escrow agreement entered into pursuant to this section must be substantially similar to the form included in Public Contract Code Section 22300(e). CONTRACTOR shall obtain the written consent of its surety to such escrow agreement. Securities eligible for investment under this section shall include those listed in Section 16430 of the Government Code, bank or savings and loan certificates of deposit, interest-bearing demand deposit accounts, standby letters of credit, or any other security mutually agreed to by CONTRACTOR and CITY.

In accordance with Public Contract Code Section 22300(d)(1), if CONTRACTOR elects to receive interest on moneys withheld in retention by CITY, CONTRACTOR shall, at the request of any subcontractor performing more than five percent of CONTRACTOR’s total bid, make that option available to the subcontractor regarding any moneys withheld in retention by CONTRACTOR from the subcontractor.

VI. INDEMNITY, DEFENSE AND HOLD HARMLESS AGREEMENT
To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless the CITY, and its elected officials, officers, employees, volunteers, and agents (“CITY Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of CONTRACTOR’s performance or CONTRACTOR’s failure to perform its obligations under this AGREEMENT or out of the operations conducted by CONTRACTOR, except for such loss or damage arising from the active negligence, sole negligence, or willful misconduct of CITY. In the event CITY Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Attachment 2

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CONTRACTOR’s performance of this AGREEMENT, CONTRACTOR shall provide a defense to CITY Indemnitees or at CITY’s option, reimburse CITY Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims.

Payment by CITY is not a condition precedent to enforcement of the indemnities in this section. In the event of any dispute between CONTRACTOR and CITY, as to whether liability arises from the active negligence, sole negligence, or willful misconduct of CITY or its officers, employees, or agents, CONTRACTOR will be obligated to pay for CITY’s defense until such time as a final judgment has been entered adjudicating CITY as having been actively negligent, solely negligent, or as having engaged in willful misconduct. CONTRACTOR will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorneys' fees, expert fees, and costs of litigation. The provisions of this Section VI shall survive completion of CONTRACTOR’s services or the termination of this AGREEMENT.

VII. PREVAILING WAGES

A. Wage rates for this Project shall be in accordance with the General Wage Determination Made by the Director of Industrial Relations Pursuant To California Labor Code, Part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1, for San Luis Obispo County. Wage rates shall conform with those posted at 760 Mattie Road, Pismo Beach, and the Project site.

B. The following Labor Code sections are hereby referenced and made a part of this AGREEMENT:

1. Section 1775 - Penalty for Failure to Comply with Prevailing Wage Rates.

2. Section 1777.4 - Apprenticeship Requirements.

3. Section 1777.5 - Apprenticeship Requirements.

4. Section 1813 - Penalty for Failure to Pay Overtime.

5. Sections 1810 and 1811 - Working Hour Restrictions.

6. Section 1775 - Payroll Records.

7. Section 1773.8 - Travel and Subsistence Pay.

VIII. RECORD AUDIT

In accordance with Government Code, Section 8546.7, records of both CITY and CONTRACTOR shall be subject to examination and audit by the Auditor General for a period of three (3) years after final payment.

IX. CERTIFICATIONS

In addition to certification and licensing requirements identified elsewhere in this agreement, CONTRACTOR shall maintain the following certifications for the duration of this AGREEMENT:

A. None

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X. FINAL PAYMENT

Final payment, constituting the entire unpaid balance of the Agreement Sum, shall be paid by CITY to CONTRACTOR no sooner than thirty-five (35) days after a Notice of Completion has been recorded, unless otherwise stipulated in the Notice of Completion, provided the work has then been completed, the AGREEMENT fully performed, and a final Certificate for Payment has been issued by the Public Works Director/City Engineer.

XI. CONTRACTOR'S FAILURE TO PROCURE TIMELY COMPLETION OF PROJECT

A. It is agreed by the parties to the AGREEMENT that in case all the work called for under the AGREEMENT is not completed before or upon the expiration of the time limit set forth in Article 2 of this AGREEMENT, damage will be sustained by the City, and that it is and will be impracticable to determine the actual damage which the CITY will sustain, in the event of any, by reason of such delay; and it is therefore agreed that the CONTRACTOR will pay to the CITY the sum of FIVE HUNDRED DOLLARS ($500.00) PER DAY for each and every calendar day delay beyond the time prescribed to complete the work; and, the CONTRACTOR agrees to pay such Liquidated Damages as herein provided, and in case the same are not paid, agrees that the CITY may deduct the amount thereof from any moneys due or that may become due the CONTRACTOR under the contract.

B. It is further agreed that in case the work called for under the AGREEMENT is not finished and completed in all parts and requirements within the time specified, the City Engineer shall have the right to extend the time for completion or not, as may seem best to serve the interest of the CITY; and if he decides to extend the time limit for the completion of the AGREEMENT, he shall further have the right to charge the CONTRACTOR, his heirs, assignees, or sureties, and to deduct from final payment for the work, all or any part, as he may deem proper, of the actual costs of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to the AGREEMENT, and which accrue during the period of such extension, except that the cost of final surveys and preparation of the final estimate shall not be included in such charges.

C. The CONTRACTOR shall not be assessed with Liquidated Damages, nor the costs of engineering and inspection during any delay in the completion of the work caused by acts of the federal government or the public enemy, or acts of God, fire, floods, epidemics, severe weather, or delays of subcontractors due to such causes; provided that the CONTRACTOR shall, within ten (10) days from the beginning of such delay, notify the City Engineer in writing of the cause of delay, who shall ascertain the facts and extent of the delay, and his finding of the facts thereon shall be final and conclusive.

D. In the event CONTRACTOR fails to furnish tools, equipment, or labor in the necessary quantity or quality, or fails to prosecute the work or any part thereof contemplated by this AGREEMENT in a diligent and workmanlike manner, and if CONTRACTOR for a period of three (3) calendar days after receipt of written demand from CITY or its designated representative to do so, fails to furnish tools, equipment, or labor in the necessary quantity or quality, and to prosecute its work and all parts thereof in a diligent and workmanlike manner, or after commencing to do so within said three (3) calendar days, fails to continue to do so; then CITY may exclude CONTRACTOR from the premises, or any portion thereof, and take possession of said premises or any portion thereof, together with all material and equipment thereon, and may complete the work contemplated by this AGREEMENT or any portion of said work, either by furnishing the tools, equipment, labor or material necessary, or by letting the unfinished portion of said work, or the portion taken over by CITY to another contractor or by a combination of such methods. In any event, the procuring of the completion of said work, or Attachment 2

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the portion thereof taken over by CITY, shall be a charge against CONTRACTOR, and may be deducted from any money due or becoming due to CONTRACTOR from CITY, or CONTRACTOR shall pay CITY the amount of said charge, or the portion thereof unsatisfied.

The sureties, provided for under this AGREEMENT shall become liable for payment should CONTRACTOR fail to pay in full any said cost incurred by CITY.

XII. INSURANCE

A. Prior to the beginning of and throughout the duration of the Project, CONTRACTOR and its subcontractors shall maintain insurance in conformance with the requirements set forth below.

CONTRACTOR may use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth herein, CONTRACTOR agrees to amend, supplement or endorse the existing coverage to do so.

CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to CONTRACTOR or its subcontractors in excess of the limits and coverage identified in this AGREEMENT and which is applicable to a given loss, claim or demand, will be equally available to CITY.

CONTRACTOR shall provide the following types and amounts of insurance:

1. General liability insurance. CONTRACTOR 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, and a $2,000,000 completed operations aggregate. The policy must include contractual liability that has not been amended. Any endorsement restricting standard Insurance Services Office (ISO) “insured contract” language will not be accepted.

2. Automobile liability insurance. CONTRACTOR shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 (06/92) covering bodily injury and property damage for all activities of CONTRACTOR arising out of or in connection with the Project, 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. Workers’ compensation insurance. CONTRACTOR shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000) for CONTRACTOR’s employees in accordance with the laws of the State of California, Section 3700 of the Labor Code et seq. In addition, CONTRACTOR shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees.

4. CONTRACTOR 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. Products/completed operations coverage. Coverage shall extend a minimum of three (3) years after project completion and shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the Policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage.

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Policy shall specifically provide for a duty to defend on the part of the insurer. The CITY, its officials, officers, agents, and employees, shall be included as insureds under the policy.

B. Other provisions or requirements:

1. Proof of insurance. CONTRACTOR shall provide certificates of insurance to CITY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for Workers’ Compensation. Insurance certificates and endorsements must be approved by CITY’s Risk Manager prior to commencement of performance.

CITY’s Risk Manager or City Attorney may waive the requirement of any insurance policy set forth herein if he/she determines that such a policy is not commercially available to CONTRACTOR, or if the risk to CITY is sufficiently minimal to render such insurance unnecessary. If such a policy is commercially available, additional cost to CONTRACTOR in obtaining such a policy shall not be a basis upon which the insurance requirement will be waived. Current certification of insurance shall be kept on file with CITY at all times during the term of AGREEMENT. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements to such policies, at any time.

2. Duration of coverage. CONTRACTOR shall procure and maintain for the duration of the AGREEMENT insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Project hereunder by CONTRACTOR, his agents, representatives, employees or subcontractors. CONTRACTOR must maintain general liability and umbrella or excess liability insurance for as long as there is a statutory exposure to completed operations claims. CITY and its officers, elected officials, employees, and agents shall continue as additional insureds under such policies.

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

4. CITY’s rights of enforcement. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements 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 CONTRACTOR or CITY will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, CITY may terminate this AGREEMENT.

5. 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 CITY’s Risk Manager.

6. 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 Attachment 2

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allow CONTRACTOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONTRACTOR hereby waives its own right of recovery against CITY, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

7. Enforcement of contract provisions (non-estoppel). CONTRACTOR acknowledges and agrees that any actual or alleged failure on the part of CITY to inform CONTRACTOR of non-compliance with any requirement imposes no additional obligations on CITY nor does it waive any rights hereunder.

8. 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 CONTRACTOR maintains higher limits than the minimums shown above, CITY requires and shall be entitled to coverage for the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.

9. Notice of cancellation. CONTRACTOR 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. In the event CONTRACTOR’S policy of insurance cannot be endorsed to provide this notice of cancellation, CONTACTOR shall provide CITY notice of such cancellation, in writing, not later than 24 hours following the effective time of such cancellation.

10. Additional insured status. General liability and automobile insurance 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. Each such insurance policy shall contain language substantially similar to the following clause:
"The City of Pismo Beach, its elected and appointed officials, officers, employees and agents are named as additional insureds as respects operations of the named insured performed under contract with the City of Pismo Beach."

11. 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 by CITY’s Risk Manager or City Attorney.

12. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONTRACTOR’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.

13. Pass-through clause. CONTRACTOR agrees to ensure that its subconsultants, subcontractors, and any other party providing any work on the Project under the direction of CONTRACTOR, provide the same minimum insurance coverage and endorsements required of CONTRACTOR. CONTRACTOR 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.

CONTRACTOR agrees that upon request, all agreements with consultants,

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subcontractors, and others engaged in performing work on the Project will be submitted to CITY for review.

14. CITY’s right to revise requirements. CITY reserves the right at any time during the term of the AGREEMENT to change the amounts and types of insurance required by giving CONTRACTOR a ninety (90) day advance written notice of such change. If such change results in substantial additional cost to CONTRACTOR, CITY and CONTRACTOR may renegotiate CONTRACTOR’s compensation.

15. Self-insured retentions. Any deductibles or self-insured retention must be declared to and approved by CITY. At the option of CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects CITY, its elected and appointed officials, employees and volunteers, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Self-insurance will not be considered to comply with this paragraph unless approved by CITY.

16. Timely notice of claims. CONTRACTOR shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACTOR’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies.

17. Additional insurance. CONTRACTOR 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 Project.

XIII. CONTRACTOR'S LICENSE

CONTRACTOR must possess at the time of commencing work and throughout the Project duration, a Contractor's License, issued by the State of California, which is current and in good standing.

CONTRACTOR shall ensure that any subcontractor working on the Project possesses at the time of commencing work and throughout the Project duration, a Contractor's License, issued by the State of California, which is current and in good standing.

XIV. REGISTRATION REQUIREMENTS

Pursuant to Section 1771.1(a) of the Labor Code:

“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.”

CONTRACTOR must be registered with the Department of Industrial Relations (DIR) of the State of California in order to be eligible to work on public works projects. CONTRACTOR must ensure registration with the DIR that is active and in good standing.

Except as otherwise provided in Labor Code Section 1771.1(a), no contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

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No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

XV. CORPORATION IN GOOD STANDING

If CONTRACTOR is a corporation, the undersigned hereby represents and warrants that the corporation is duly incorporated and in good standing in the State of California, and that the undersigned is authorized to act for and bind the corporation.

XVI. PROVISIONS REQUIRED BY LAW

Each and every provision of law and clause required by law to be inserted in this AGREEMENT shall be deemed to be inserted herein and the AGREEMENT shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not currently inserted, then upon application of either party the AGREEMENT shall forthwith be physically amended to make such insertion or correction.

XVII. SUBSURFACE HAZARDOUS MATERIALS

A. Pursuant to Public Contract Code Section 7104, in the event the Project includes trenches or other excavations extend deeper than four (4) feet below the surface, CONTRACTOR shall promptly, and before the following conditions are disturbed, notify CITY in writing of any:

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

2. Subsurface or latent physical conditions at the site differing from those indicated in the Project specifications;

3. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in the Project or the character provided for in the CONTRACT.

B. Upon receipt of said notification CITY will investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in CONTRACTOR's cost of or the time required for performance of any part of the Project, CITY will issue a change order under the procedures described in the General Conditions.

C. In the event that a dispute arises between CITY and CONTRACTOR whether the conditions materially differ, or involve hazardous waste or cause a decrease or increase in CONTRACTOR's cost of or time required for performance of any part of the Project, CONTRACTOR shall not be excused from any scheduled completion date provided for by the AGREEMENT, but shall proceed with all work to be performed under the AGREEMENT.

CONTRACTOR shall retain any and all rights provided either by AGREEMENT or by law which pertain to the resolution of disputes and protests between the contracting parties.

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XVIII. COMPONENT PARTS OF THE CONTRACT

This AGREEMENT entered into consists of the AGREEMENT and the attached Proposal, all of which are component parts of the AGREEMENT as if herein set out in full.

XIX. ENTIRE CONTRACT

This AGREEMENT constitutes the entire contract of the parties. No other agreements or contracts, whether oral or written, pertaining to the work to be performed, exists between the parties. This AGREEMENT can be modified only by an amendment in writing, signed by both parties.

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the day and year last written below.

CITY:

City of Pismo Beach, a Municipal Corporation