BLUE FOLDER ITEM
Blue folder items are additional back up material to administrative reports and/or public comments received after the printing and distribution of the agenda packet for receive and file.
CITY COUNCIL
FEBRUARY 8, 2022
H.6. APPROVAL OF AN AGREEMENT WITH PRO SOUNDS, INC. FOR
REPLACEMENT OF LOUDSPEAKERS AT THE REDONDO BEACH
PERFORMING ARTS CENTER IN AN AMOUNT NOT TO EXCEED
$337,772.30.
CONTACT: CAMERON HARDING, COMMUNITY SERVICES
DIRECTOR
AGREEMENT
AGREEMENT BETWEEN THE CITY OF REDONDO BEACH
AND PRO SOUND, INC. FOR THE PURCHASE AND INSTALLATION OF
LOUDSPEAKERS AT THE REDONDO BEACH PERFORMING ARTS CENTER Contractor agrees to the assessment of liquidated damages in the amount of$250 for each calendar day the work remains incomplete beyond the Completion Date. City may deduct the amount thereof from any monies due or that may become due Contractor under this Contract. Progress payments made after the scheduled Completion Date shall not constitute a waiver of liquidated damages. Liquidated damages are not intended to A-1
The following contract ("Contract") is made and entered into as of February 8,2022 by and between the City of Redondo Beach, a chartered municipal corporation ("City") and Pro Sound, Inc. a Florida corporation ("Contractor") ("Effective Date"). City and Contractor are referred to herein as the "Parties." Contractor's DIR registration number is 1000798172.
In consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parlies agree as follows:
l. GENERAL SCOPE OF WORK; TERM; TERMINATION: Contractor shall procure and furnish all necessary labor, tools, materials, and expertise for the design, fabrication, and installation ofnew Loudspeaker System equipment at the Redondo Beach Performing Arts Center, consistent with the Scope olWork, attached hereto as Exhibit A. The installation is to be performed in good and workmanlike manner and in accordance with any further written instructions, ifany, ofthe City Engineer or his designated representative. The term of this Contract shall commence upon the Effective Date and, unless terminated as provided herein; shall continue untilall required work is completed; fully executed releases as to any and all lien rights ofany and all subcontractors have been received by City; and the time within which any liens. stop notices or other claims for payment by subcontractors, laborers, and/or materialmen can be asserted against City has expired.
City will not pay for any services not specified in the Scope of Work, unless the City Council or the City Engineer. if applicable, and the authorized Contractor representative authorize such services in writing prior to Contractor's performance of those services or incurrence ofladditional expenses. Any additional services or expenses authorized by the City Council, or (where authorized) the City Engineer shall be compensated at the rates set forth in Exhibit B. or, ifnot specified, at a rate mutually agreed to by the parties.
City may terminate this Contract, without cause, at any time by providing Contractor with not less than 30 days' prior written notice. Provided Contractor is not then in breach, Contractor will be paid for work satisfactorily completed and for all deliverables received.
2. TIME OF COMPLETION; LIQUIDATED DAMAGES. Notwithstanding any other provision of this Contract, the completion date for this Work shall be on or before April 26,2022 ("Completion Date"). Time is of the essence in this Contract. tr eppLtceaLg - o.- tr Nor AppLICABLE
compensate City for consequential damages which City may incur from other Contractor delay claims resulting from Contractor's delay in the performance ofthis Contract.
INCORPORATION OF STANDARD SPECIFICATIONS. The 2018 edition of "Standard Specifications for Public Works Construction" ("Standard Specifications") is incorporated herein by this reference. In the event ofany conflict between this Contract and the Standard Specifications, the provisions of this Contract shall control.
INCORPORATED DOCUMENTS TO BE CONSIDERED COMPLEMENTARY: AII Exhibits attached hereto are incorporated herein by reference. The documents, bonds, City insurance requirements, together with this written contract (and all Exhibits, documents and laws referenced therein). shall constitute the entire agreement between the parties as to the subject matter of this Contract. ln the event of any conflict between this Contract and any Exhibit hereto, the provisions of this Contract shall control.
FEE SCHEDULE: Terms of payment and other applicable terms and conditions are in Exhibit B - Fee Schedule. City shall pay to Contractor for furnishing the material and doing the prescribed work in accordance with Exhibit B. In no event shall Contractor be paid more than $337 ,772.30 (the "Maximum Compensation").
INSURANCE: Contractor shall not commence work under this Contract until it has obtained insurance with the minimum limits and coverage required under Exhibit C' City lnsurance Requirements, in a company or companies acceptable to City. Contractor shall not allow any subcontractor to commence work on its subcontract until all insurance required ofthe subcontractor has been obtained. Contractor shall provide evidence ofthe required insurance to City's Risk Manager as specified in Exhibit C' PREVAILING WACES: Notwithstanding any statement to the contrary in Contractor's proposal or quote, City and Contractor acknowledge that this project is a public work to which prevailing wages apply. The document titled "Labor Code and Prevailing Wage Requirements" is attached hereto as Exhibit D. Contractor shall comply with all provisions of Exhibit D.
BONDS: Contractor shall obtain and submit to City a signed and notarized copy of a payment bond, in an amount that is not less than 100% ofthe Maximum Compensation, and nothing in this Agreement shall excuse this requirement. The required Payment Bond (Labor and Materials) form is attached hereto as Exhibit E.
RESOLUTION OF DISPUTES: [n the event that a dispute arises between City and Contractor regarding whether the conditions materially differ, or cause a decrease or increase in Contractor's cost ofor time required for performance ofany part ofthe work.
Contractor shall not be excused from any scheduled completion date provided for by this Contract, but shall proceed with all work to be performed under this Contract. Contractor shallretain any and all rights that pertain to the resolution ofdisputes and protests between the parties. In the event of any dispute or controversy with City over any matter whatsoever, Contractor shall not cause any delay or cessation in or of work, but shall proceed with the performance ofthe work in dispute. This includes disputed time extension 4 5
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requests and prices for changes. The disputed work will be categorized as an "unresolved dispute" and payment, ifany. shall be as later determined by mutual agreement or a court of law. Contractor will keep accurate, detailed records of all disputed work, claims and other disputed matters. For purposes of this section. a "claim" means a separate demand by Contractor for a time extension, payment ofmoney or damages arising from work done by or on behalf of Contractor pursuant to this Contract which is not otherwise expressly provided for. or an amount which is disputed by City. Redondo Beach Municipal Code Chapter 2.1 I , governing claims and actions against City, shall govern the procedures oflhe claim process. and the provisions of Redondo Beach Municipal Code Chapter 2.ll are hereby incorporated herein.
IO. INDEMNIFICATION. HOLD HARMLESS. AND DUTY TO DEFEND. a. lndemnitv for Desi gn Professio lServices To the fullest extent permitted by law, Contractor shall, at its sole cost and expense. protect, indemnify, and hold harmless City and its elected officials, o{Ticers. attomeys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "lndemnitees"), from and against any and all damages, costs, expenses, liabilities. claims, demands, causes of action. proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees ofaccountants. attomeys, or other professionals and all costs associated therewith, and reimbursement of attorney's fees and costs of defense (collectively "Liabilities"), whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Contractor its officers. agents. servants. employees, subcontractors, material men, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a "design professional," as the term is defined under California Civil Code Section 2782.8(c)(2).
Other than in the performance ofdesign professional services, and to the fullest extent permitted by law, Contractor shall, at its sole cost and expense, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, Iiabilities. claims, demands, causes of action, proceedings, judgments. penalties. liens. and losses of any nature whatsoever, including fees of accountants, attomeys. or other professionals and all costs associated therewith and the payment of all consequential damages (collectively "Claims"), in law or equity, whether actual. alleged or threatened, which arise out of. are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence. except for Claims arising from the r)
b. Other Indemnities.
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sole negligence or willlul misconduct of the Indemnitees, as determined by court decision or by the agreement ofthe Parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Claim with counsel of the lndemnitees' choice. and shall pay all costs and expenses. including all attorneys' fees and experts' costs actually incurred in connection with such defense. Contractor shall reimburse the lndemnitees for any and all legal expenses and costs incurred by the lndemnitees in connection therewith.
Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and indemni! and hold City harmless from any and alltaxes, assessments, penalties. and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor's employees. Contractor shall indemnify and hold City harmless from any fhilure of Contractor to comply with applicable workers' compensation laws. City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a resutt ofl Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph 8.2).
Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance ofthis Agreement. IfContractor fails to obtain such indemnities, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity. whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to. or relate to the acts or omissions of Contractor's subcontractor' its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents. servants or employees (or any entity or individual that Contractor's subcontractor shall bear the legal liability thereofl) in the performance of this Agreement. including the Indemnitees' active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees. as determined by court decision or by the agreement of the Parties.
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Workers' Compensation Asts Xal LiloXilc Contractor's obligations under this Section. or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
d. Insurance Requiremerts npt Limitinq. City does not, and shall not, waive any rights that it may possess against Contractor because ofthe acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
The hold harmless and indemnification provisions in this Section shall apply A-4
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regardless ofwhether or not any insurance policies are determined to be applicable to the Liabilities. Claims. tax. assessment, penalty or interest asserted against City.
Survival ofTerms. The indemnification in this Section shall survive the expiration or termination of this Agreement.
NON-DISCRIMINATION: No discrimination shall be made in the employment of persons upon public works because of age, disability, race. color, religion. sex, sexual orientation or national origin of such persons, and every Contractor for public works violating this Section is subject to all the penalties imposed for a violation of Division 2, Part 7, Chapter I olthe Labor Code in accordance with the provisions of Section I 735 of that Code.
LICENSES: Contractor is aware of California Labor Code Sections 1777.1 and 1777.7, which prohibit Contractor or any subcontractors who have been found by the Labor Commissioner or the Director of Industrial Relations to be in violation of cenain provisions ofthe Labor Code, from bidding on, being awarded, or performing work as a contractor or subcontractor on a public works project for specified periods of time.
Pursuant to Public Contract Code Section 6109 and California Business and Professions Code Section 7028.15, Contractor shall be licensed as required by the Contractors' State License Board ofthe State to perform the work. Pursuant to Public Contract Code Section 3300, at all times during the term of this Contract. Contractor or its installation subcontractor shall possess a Class A or Class B Califomia contractor's license.
Contractor has investigated and will ensure that any subcontractor possesses a valid specialty trade license in its trade as required by law.
BUSINESS LICENSE. Contractor shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.
WARRANTY. For all products provided to the City as part of this Agreement, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period ofone (l) year from the date of deliveryt and the product shall be fit for its intended purpose(s).
Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery.
All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
ANTITRUST CLAIMS: Pursuant to Public Contract Code Section 7103.5. Contractor offers and agrees to assign to City all rights, title. and interest in and to all causes ofaction lt.
12. 14.
13. 15.
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16. it may have under Section 4 of the C layton Act ( I 5 U.S.C. Sec. I 5) or under the Cartwright Act (Chapter 2 (commencing with Section 16700)of Part2of Division 7 of the California Business and Professions Code) arising from purchases of goods. services. or materials pursuant to this Contract. This assignment shall be madeand become effective atthetime City tenders final payment to Contractor without further acknowledgment by the parties.
OWNERSHIP OF DOCUMENTS AND WORK PRODUCT: All documents, plans, specifications, reports, photographs, images, video files and media created or developed by Contractor pursuant to this Contract ("Written Products") shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City. All Written Products shall be considered "works made for hire," and all Written Products and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use. duplication or dissemination by City. Contractor shall not obtain or attempt to obtain copyright protection as to any Written Products.
Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in City pursuant to the paragraph directly above.
Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality. thing or component as to which any intellectual property right exists, including computer software. used in the rendering of the services and the production ofall Written Products produced under this Contract, and that City has full legal title to and the right to reproduce the Written Products. Contractor shall defend, indemnily and hold City, and its elected officials. officers. employees, servants, attomeys, designated volunteers, and agents serving as independent contractors in the role of City officials. harmless tiom any loss, claim or liability in any way related to a claim that City's use of any of the Written Products is violating federal, State or local laws, or any contractual provisions, or any laws relating to trade names. licenses, franchises, copyrights, patents or other means ofprotecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use ofpatented, copyrighted, trade secret or trademarked documents. materials. equipment, devices or processes in connection with its provision of the services and Written Products produced under this Contract. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined. Contractor. at his or her expense. shall: (a) secure tbr City the right to continue using the Wriften Products and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (b) modify the Wriften Products and other deliverables so that they become non-infringing while remaining in compliance with the requirements ofthis Contract. This covenant shall survive the termination ofthis Contract.
Upon termination. abandonment or suspension of the project. Contractor shall deliver to City all Written Products and other deliverables related to the project. If Contractor prepares a document on a computer. Contractor shall provide City with that document both in a printed format and in an acceptable electronic format.
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70. THIRD-PARTY CLAIM: Pursuant to Public Contract Code Section 9201, City has t'ull authority to compromise or otherwise settle any claim relating to this Contract at any time.
City shall timely notily Contractor ofthe receipt ofany third-party claim relating to this Contract. City shall be entitled to recover its reasonable costs incurred in providing the notification required by Public Contract Code Section 9201(b).
INDEPENDENT CONTRACTOR: Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under lhis Contract on behalfofContractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers. officials, employees, agents, or volunteers shall have control over the conduct ol'Contractor or any ofContractor's employees except as set forth in this Contract. and Contractor is free to dispose ofall portions olits time and activities which it is not obligated to devote to City in such a manner and to such persons, firms, or corporations as Contractor wishes except as expressly provided in this Contract.
Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.
Contractor shall not, at any time or in any mannerj represent that it or any of its agents, servants or employees are in any manner agents. servants or employees of City. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Contract, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Contract. Contractor shall fully comply with the workers' compensation law regarding Contractor and its employees, and Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with applicable workers' compensation laws. City shall have the right to offset against the amount ofany fees due to Contractor under this Contract any amount due to City from Contractor as a result ol its failure to promptly pay to City any reimbursement or indemnification arising under this Section.
ASSIGNMENT: Contractor shall not assign or transfer any interest in this Contract or any part thereof, whether by assignment or novation. without City's prior written consent. Any purported assignment without written consent shall be null and void, and Contractor shall hold harmless, defbnd and indemnify City and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from any unauthorized assignment.
GOVERNING LAW AND VENUE: Should either party to this Contract bring legal action against the other, the validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of the State, excluding Califomia's choice of law rules. Venue for any such action relating to this Contract shall be in the Los Angeles County Superior Court.
ATTORNEYS' FEES: lf any legal action or other proceeding, including action for declaratory relief, is brought for the enforcement ofthis Contract or because ofan alleged dispute, breach, default or m isrepresentation in connection with this Contract, the 2t.
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prevailing party shall be entitled to recover actual attorneys' I'ees, experts' fees, and other costs, in addition to any other reliefto which the party may be entitled.
NOTICES: Except as otherwise required by law, any notice, request, direction, demand, payment, consent, waiver, approval or other communication required or permitted to be given hereunder to City shall not be effective unless it is given in writing and shall be delivered (a) in person or (b) by certifled mail, postage prepaid, and addressed to City at the address stated below, or at such other address as City may hereafter notify Contractor in writing as aforementioned:
City of Redondo Beach
Community Serv ices Department
1922 Artesia Boulevard
Redondo Beach, CA 90278
Attention: Jack Meyer
Telephone: (310) 3l 8-0641
To CONT'RACTOR:
Pro Sound, Inc.
1375 NE l23rd Street
Miami. Fl 33161
Attn: Steven Rothman
Telephone (305 ) 89 I - I 000. ext. 4204
If sent by mail, any notice, tender, demand, delivery or other communication shall be deemed effective three business days after it has been deposited in the United States mail.
For purposes of communicating these time frames, weekends and federal. State, religious.
County of Los Angeles or City holidays shall be excluded. No communication via facsimile or electronic mail shall be effective to give any such notice or other communication hereunder.
FORCE MAJEURE: Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any ofthe following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic (including the COVID- 19 pandemic), quarantine, civil commotion, natural catastrophes, govemmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized shortage of raw materials.
For the avoidance of doubt. Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.
ENTIRE AGREEMENT: This Contract. including any other documents incorporated herein by reference, represents the entire integrated agreement between City and A-8
To CITY:
24. Contractor and supersedes all prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral- This Contract may only be modified or amended, or provisions or breach may be waived, by written agreement signed by both panies. The provision of this Contract shall govern over any inconsistent provisions contained in any Exhibit.
NON-WAIVER OF TERMS, RIGHTS AND REMEDIES: Waiver by either party of any one or more ofthe conditions ofperformance under this Contract shall not be a waiver of any other condition of performance under this Contract. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach ofcovenant, or any default which may then exist on the part ofContractor, and the making ofany such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.
SEVERABILITY: Whenever possible, each provision of this Contract shall be interpreted in such a manner as to be valid under applicable law. If any term or portion of this Contract is determined by a court of competent jurisdiction to be invalid, void. illegal, or unenforceable, the remaining provisions of this Contract shall nevertheless continue in full force and effect and shall in no way be affected. impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused these present to be duly executed with all the formalities required by law on the respective dates set forth opposite rheir signatures.
CITY OF REDONDO BEACH CONTRACTOR
PRO SOUND. INC.
Pro Sound. Inc.
I 1060 Randall Street
Sun Valley, California 91352-2621
Dated: Dated:
By: By:
William C. Brand, Mayor
ATTEST:
Eleanor Manzano, City Clerk
APPROVED:
Diane Strickfaden. Risk Manager
APPROVED AS TO FORM:
Michael W. Webb, City Attomey
* Evidence of authority to bind Contractor required.
Steven Rothman. Chief Financial Officer
Teleohone: ( 305 ) 891 - I 000. ext. 4204
Emergency Phone Number at which Contractor
can be reached at any time: (818) 738-4600
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Exhibit A
SCOPE OF WORK
CONTRACTOR'S DIITIF],S
I. Proiect Description. Contractor shall provide and install Loudspeaker System equipment in the Redondo Beach Performing Arts Center. Installation shall include the design ofall means of support. suspension, attachment, fastening. bracing, and restraint (hereinafter "support") forthe Loudspeaker System All systems shall be completely installed with all the necessary interconnection and wiring to provide a fully functioning system. The goveming overall requircment is a complete and functional system.
Provide and install new Loudspeaker System. The system shallprovide for high quality "live" and prerecorded sound program throughout the theatre. Sound distribution shall be provided via Left-Center-Right speaker systems at the proscenium. The speaker systems at the proscenium shall be V Series Line Arrays, as manufactured by d&b audiotechnik and as specified below. (All manufacturer related speaker processing, alignment delay and house baseline equalization will be via onboard digital processing capability installed in amplifiers. Stage lip ("front fill") speakers will be located at the front of stage area. Delay speaker, ceiling mounted, located above audience area between lower and upper seating areas. Subwoofers located left and right beneath stage apron.)
List of Loudspeaker System equipment to be provided and installed:
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R[Ql rtR[;l) DI.IS( RIPl tO\ \t \\l tl( I I RI.:R PARI'\().
Mrin l,-R Sperk.r Svslem
l d&b audrdechnil V Flying Fram€ d&b audiolcchnrk 25180 000 I d&baudiolcchnik V tloast Connecbr Charn d&b audiotcchnrk V IIOISl' CONNEC'I'oR CIIAIN tl d&b audiolcchnik Vi8 Loudspeaker. Nl.4 d&b audrorechnrk 20535 001 C.nl.r Arrxy Sperk.r Srstem
I d&b audiolcchnik Mounting frame Top d&b audx)lcchnik 253lto 000 l d&b audiotechnrk Vr8 Loudspcaker- Nl-:t d&b audiolechnik .Z05.]5.00t d&b audiotechnik Vil2 t-oudspeaker. Nl-4 d&b audiorechnrl 20516 001 : d&b audrotcchnik v Hoist ConnectorCha,n d&b audrorechnrk V IlolST CONNtiC'I'OR CHAIN ( enter l.lo$ n Sub Spfl|lrr Slstem
I d&b audiolechnil V FlvrDs l;ramc d&b audrotechnrk 25180 000 d&b audiolechnik V lloisl Conncctor Chain d&b audiotechnrk V ll()lS I ( ()NNl,( l()R ('HAIN + d&b audiolechnik VFStIB Suhumltr Nl ,1 d&b audrotechnrk 70518 001 Fronl l-ill Sperkcr Svst.m
d&b audrotcchnik 4.lS Speaker d&b audrotechnrk .1.1\
Cround Sub Sperker Sys(cm
d&b audiotechnrk V-GSUB Subwooler 20519 001
l).lr\ SDerk€r S!slcm
j d&b audiot(jchnili Vil0P d&b audrolechnrk l07ti 01) t 5 d&h audlotechnik VP MounnnE Brackel d&b audiotechnil z5llr.l.000 AmDlifi.rs
d&b audrotechnik loD Amplitie. US / CA / KR d&b audrotechnrk 7.2t70 500 l d&b audior€chnik I0D AmDlifier US / CA / KR d&h audiolechnrk 22160 50() a
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Contractor shall provide the following services to the satisfaction ofthe City.
I d&h audrotcchnrk
24010 000
NOTE: This is a list of the major components only. Any additional components. wiring, programming. etc., to complete a functional system operating shall also be provided. ii. Amplifiers: The system shall include all amplifiers as specified, to be located in existing amplifier racks in equipment room above control booth at the rear of auditorium seating ("House"). All wiring. conduit and connections to produce a complete and properly working system are to be provided by Contractor. Existing wiring and conduit may be reused if deemed suitable by loudspeaker manufacturer.
I . Dante Bridge: Output of digital mixing console (Yamaha Rivage. PM7) shall be via existing Dante network. A Dante Bridge has been specified by d&b audiotechnik to connect the Dante network to the d&b audiotechnik amplifiers.
All connections and programming labor necessary to complete the system to be provided by Contractor.
b. Design and provide all means of support, suspension, attachment, fastening. bracing' and restraint (hereinafter "support") for the Loudspeaker System. Existing speaker hoist systems (Quantity - 3): These hoist systems are to be used flor maintenance ofthe left, center and right speaker arrays. Speaker hoist systems will lower clusters to floor level for easy access to cluster components. Provide rigging necessary to attach clusters to existing speaker hoist systems. Coordinate with qualified rigging contractor and, if needed, project structural engineer. Comply with all applicable codes. Contractor will be responsible for any structural engineering cost associated with items hanging from the speaker hoist systems.
c Perform pre-job site visit to verify dimensions, assess the existing system and its use. e
d. Provide a designated supervisor present and the responsible in charge on the Project Site during all phases ofthe installation and testing that shall have at least five (5) years direct experience in similar work and installation and maintenance personnel shall have at least three (3) years direct experience in similar work.
Remove, store, and protect any existing equipment that is to be reused. f. Perform adjustment procedures
g. Provide test equipment and test according to industry best practices. Request verification of Project Site test in timely manner. Record results and submit to City for review.
h. Verification ofSubmitted Test Data: Re-test in presence ofdesignated representative(s) ofthe City at reasonable mutual convenience. Provide services ofthe designated supervisor and an additional technician familiar with work of this Section.
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d&b audiotechnik DS l0 Audro netlvork bridtse
Provide all test equipment. Provide complete set of Shop and Project Site Test Reports, as applies. Provide a complete set of Manufacturer's original operation, instruction and service manuals for each equipment item for reference.
Temporary Equipment: Provide and operate, without claim for additional cost or time, temporary equipment and/or systems to provide reasonably equivalent function, as determined by the City. in lieu of the Work of this Section which is incomplete or found not in coniormance with the Contract Documents as of three (3) days prior to the completion date. Provide such temporary equipment until Acceptance olthe Work of this Section. Thereafter. remove such temporary equipment. j. Provide Project Management assistance as needed.
k. Provide training on the usage of Loudspeaker System equipment. l. Provide all portable equipment and spares to the designated representative ofthe City, along with complete documentation of the materials presented. Where applicable, furnish portable equipment in the original manufacturer's packing. m. Any equipment that is not wanted by the City or reused by the Contractor, shall be removed and disposed ofby the Contractor.
2. Submittals. Contractor shall provide a list of submittals for the pertinent products, equipment and materials to the City for review and approval in a timely manner. Failure to make timely submittals complete as specified herein is considered to be lack ofsubstantial progress ofthe Work of this Section.
3. Proiect Documents. Contractor shall perform the following duties to the satisfaction of the City.
Provide required equipment, fixtures, suppo(, and associated support designs.
Provide structural engineering of such support by parties licensed to perform work, if required.
Provide layout ofLoudspeaker System and support (Site Plan and Details).
Provide Test Results Report.
Provide Operating and Maintenance Data Manuals.
Provide Project Record Documents.
Provide l2-month Warranty for installation dated to run from date of Acceptance of the Work of this Section.
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b
c.
d.
e.
f.
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4. lnstallation. Contractor shall provide the fbllowing services to the satisfaction of the City Obtain and enforce no fee City Engineering permit.
Attend Pre-installation meeting with the City to discuss the project schedule, inspection coordination, staging area, and related issues.
Attend meetings as determined by the City to review installation progress and related issues.
Provide equipment, materials and labor to off load equipment at job site per the scheduled delivery to complete the fumishing, installation. assembly, set up, and testing ofthe Loudspeaker System to provide a complete and working system.
Provide adequate trash container for cardboard waste, packing debris, and other debris.
a
b
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d
Make appropriate contact to ensure site utilities have been Iocated prior to installation.
Repair any such damage to existing utilities during installation.
Provide materials, equipment and labor to remove and legally dispose of equipment that will not be reused for the Loudspeaker System.
Provide materials, equipment and labor necessary to install complete and in place Loudspeaker System as specified on the Plans.
Perform industry standard tests on the equipment and record the results.
Coordinate and obtain approval for all required inspections and re-testing with City representative.
Perform all work in strict accordance with all applicable Federal. State, County and City Codes, regulations and ordinances.
5. Warranty Services. Contractor shall provide the following warranty services. a. Provide the project as-built drawings as follows: (3) hard copy on bond paper. (l) digital copy in AutoCAD (.dwg) format and (l ) digital copy in pdf format. b. Equipment shall be from manufacturers' current stock and shall not be stored longer than I year prior to installation, unless written approval to do otherwise is provided by the manufacturer and submitted for review by the City.
c. Components or equipment not specified or indicated on the drawings that are required to make fully functional systems per the City's requirements and the design intent. shall be furnished and installed by the Contractor. and shall be submitted for City review.
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e.
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h.
i.
j
k.
d. Provide all applicable assurance. guarantee, and warranty program informaaion that covers all Loudspeaker System equipment, supports, and installation to be free from defects in materials and workmanship for a period oftwelve (12) months from the date of City Acceptance ofthe Work.
e. Response time: Provide a qualified technician familiar with the work at the Project Site within twelve (12) hours after receipt of a notice of malfunction. Provide the City with telephone number attended eight (8) hours a day, five (5) days a week, and an answering service or equivalent facility attended twenty-four (24) hours a day. seven (7) days a week, to be called in the event ofa malfunction. Failing repairs, provide at no expense to the City, at the City's request, altemate facilities, services and systems for the duration ofthe repairs to any defective work of this Section.
f. Provide a complete and operational System, within forty-eight (48) hours after notification of a malfunction during warranty period.
g. Off Site Service: Conduct all warranty repairs and services at the Project Site, unless in violation of manut'acturer's standard product warranty. Provide substitute systems, equipment, and/or devices acceptable to the City for the duration ofoff-site repairs. Provide transportation for substitute and/or test systems, equipment, devices, materials, parts and personnel to and from the Project Site.
CITY'S DUTIES
l. Coordinate installation and removal schedule with Contractor.
2. Provide reasonable access to the site for project work.
3. Provide access to water, parking, and material storage area.
4. Discuss potential damages resulting from necessary activities prior to Contractor's work commencing on the site.
5. Locate and mark existing utilities prior to work as necessary.
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EXHIBIT B
FEE SCHEDT]LE
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as follows.
I. AMOUNT
2. METHOD OF PAYMENT. Contractor shall provide monthly invoices to City for approval and payment. Contractor shall submit to the City a Schedule of Costs showing cost of each task on the Project Schedule fbr review within l0 working days from the starting date in the Notice to Proceed. Upon City's approval, the Schedule of Costs will be used as a basis for monthly payment requests; provided, however. that no payment shall exceed the amounts provided in Section I of this Exhibit B. Invoices must be based on the Contractor and/or subcontractor task perfbrmed and fee for the task (pro-rated if not completed within the Task Not to Exceed Amount
System Componenls (loudspeakers, amplifiers, network
bridge, cable, conduit, rigging & mounting hardware)
$ 240.964.6 t
Miscellaneous Hardware and Small Parts $ 850.00
Incoming Freight $ 4.190.47
Sales Tax (9.5%) $ 22.972.3e
Installation Services (includes project manager and engineer, install supervision, programming, testing, tuning)
s 56.r66.2s
Direct Costs (travel expense reimbursement, structural
engineering, equipment rental. documentalion, outgoing
freight) - An itemization of Direct Costs is set forth in a separate table below.
$ 10.447.24
Paymenl Bond $ 2. r81.34
Total Proiect Cost s337,772.30
Itemization of Direct Costs
Direct Cost Description Unit Cost
Total Not
to Exceed
Amounl
Travel Expense (Cas & Mileage Allowance) $0.s6 564.73 Miles $3 t6.25 Structural Engineering $ I.l-s0.00 4 Days $4.600.00
Equipmenr Renral (Lift/Ladde0 $ 1.430.3 l 2 Weeks s2.860.62 Closeout Documentation $6s.00 24 Hrs $ | .560.00
s555. l9 2 Trips sr.r r0.37
Total Nol to Exceed Direct Costs S 10,,147.2,1
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Number of
Units
Outgoing Freight
month) in the month prior to the invoice submission. Contractor shall submit two hard copies ofthe invoice. Invoices must be itemized, adequately detailed, based on accurate records. and in a form reasonably satisfactory to City. Contractor shall provide any other back-up material upon request.
3. SCHEDULE FOR PAYMENT. Payments will be made monthly in arrears based upon task completed to City's reasonable satisfaction. City agrees to pay Contractor within (30) days of receipt and approval of monthly invoices.
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Exhibit C
A. Minimum Scooe and Limits of Insurance Contractor shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
l) Commercial General Liabilitv Insurance with a mrnlmum limit of $) 000 000 00 ner occrrrren ce for bodil ln lltr\ personal injury and property damage and a general aggregate limitof $2.000.000.00 per project or location. IfContractor is a limited liability company. the commercial general liability coverage shall be amended so that Contractor and its managers, affi liates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability lnsurance for any owned. non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $1,000,000.00 per accident for bodily injury and property damage. lf Contractor does not use any owned, non-owned or hired vehicles in the performance of Services under this Agreement, Contractor shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under subparagraph A.l) of this Exhibit C. 3) Workers' Compensation Insurance as required by the State of Califomia and Employer's Liability lnsurance with a minimum limit of $1.000,000.00 per accident for bodily injury or disease. lf Contractor has no employees while performing Services under this Agreement, workers' compensation policy is not required, but Contractor shall execute a declaration that it has no employees.
B. Acceptabilitv oflnsurers. The insurance policies required under this Exhibit C shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition ofthe A.M. Best Insurance Rating Guide. Selfinsurance shall not be considered to comply with the insurance requirements under Exhibit "C".
C. Additional lnsured. The commercial general and automobile liability policies shall contain an endorsement naming City, its officers, employees, agents and volunteers as additional insureds. Who is an insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part. by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard".
D. Primarv and Non-Con . The insurance policies required under Contract shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-insurance maintained by City. its officers, employees, agents or volunteers. shall be in excess ofContractor's insurance and shall not contribute with it.
E. Contractor's Waiver of Subrogation. The insurance policies required under this Contract shall not prohibit Contractor and Contractor's employees, agents or subcontractors from
CITY INSURANCE REQUIREMENTS
waiving the right ofsubrogation prior to a loss. Contractor hereby waives all rights ofsubrogation against City.
F. Deductibles and Self-lnsured Retentions Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, Contractor shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverase. Contractor shall notcancel . reduce or otherwise modify the insurance policies required by Contract during the term of this Contract. The commercial general and automobile liability policies required under this Contract shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurerwill endeavorto mail 30 days' prior written notice to City. Ifany insurance policy required under Contract is canceled or reduced in coverage or limits, Contractor shall, within two business days ofnotice from the insurer, phone, fax or notify City via certified mail, return receipt requested. ofthe cancellation ofor changes to the policy.
H. Citv Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Contract in full force and effect during the term of this Contract, or in the event any of Contractor's policies do not comply with the requirements under Exhibit C, City may either immediately terminate this Contract or. if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor's expense! the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.
l. Evidence of lnsurance. Prior to the performance of Services under this Contract, Contractor shall furnish City's Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under Contract. The endorsements are subject to City's approval. Contractor may provide complete, certified copies of allrequired insurance policiestoCity. Contractor shall maintain current endorsements on file with City's Risk Manager. Contractor shall provide proof to City's Risk Manager that insurance policies expiring during the term of this Contract have been renewed or replaced with other policies providing at least the same coverage. Contractor shall fumish such proofat least two weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation ofContractor's liability or as full performance ofContractor's duty to indemnify City under Section l0 of this Contract.
K. Subcontractorlnsurance Requirements. Contractorshall require each of its subcontractors that perflorm Services under this Contract to maintain insurance coverage that meets allof the requirements of this Exhibit C.
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Exhibit D
LABOR CODE AND PREVAILING WAGE REQUIREMENTS
l. Contractor acknowledges that the project as defined in this Agreement between Contractor and the City, to which this Agreement to Comply with Califomia Labor Law Requirements is attached and incorporated by reference, is a "public work" as defined in Division 2,Part7, Chapter I (commencing with Section 1720) ofthe California Labor Code ("Chapter l"), and that this Agreement is subject to (a) Chapter l, including without limitation Labor Code Section l77l and (b) the rules and regulations established by the Director of Industrial Relations ("DlR") implementing such statutes. Contractor shall perform all work on the project as a public work. Contractor shallcomply with and be bound by allthe terms, rules and regulations described in I (a) and l(b) as though set forth in full herein.
2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion ofsuch specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section I above.
3. Pursuant to Labor Code Section 1771.4, Contractor shall postjob site notices, as prescribed by regulation.
4. Pursuant to Labor Code Section 1773.2. copies ofthe prevailing rate ofper diem wages for each craft, classification, or type ofworker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.
5. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774and 1775 conceming the payment of prevailing rates ofwages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit the maximum amount allowable by law for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.
6. Contractor shall comply with and be bound by the provisions ofLabor Code Section I 776, which requires Contractor and each subcontractor to ( I ) keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the City ofthe location ofthe records.
7. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq. conceming the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations.
Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after D-1
concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
8. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work.
Contractor shall comply with and be bound by Labor Code Section I 8l 0. Contractor shall comply with and be bound by the provisions of Labor Code Section I 8l 3 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance ofthis Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (l) calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter I , Anicle 3 of the Labor Code.
Pursuant to Labor Code section I 8l 5, work performed by employees of Contractor in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than I and I 12 times the basic rate of pay.
9. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
"l am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance ofthe work of this contract."
10. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor's compliance with Chapter I and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any fa ilure.
I l. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor's expense with counsel acceptable to the City) the City, its officials, officers, employees, agents, independent contractors, and volunteers from and against any demand or claim for damages. compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement. including without limitation the payment ofall consequential damages, attorneys' fees, and other related costs and expenses. All duties ofContractor under this Section shall survive termination ofthe Agreement.
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Exhibit E
Bond No.
PAYMENT BOND
(LABOR AND }IATERIALS)
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Redondo Beach ("City"). State of California, has awarded to WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the work, to file a good and sufficient payment bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.
(Name and address of Surety)
("Surety") a duly admitted surety insurer under the laws of the State of Califomia. as Surety, are held and firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance olthe Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 ofthe Civil Code in the penal sum of ($ , for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys' fees. incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.
It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit ofany and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 ofthe Civil Code. so as to give a right ofaction to them or their assigns in any suit brought upon this Bond.
Upon expiration of the time within which the Califomia Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section I 741 , and upon expiration ofthe time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, ifthe condition ofthis Bond be fully perfbrmed, then this obligation shall become null and void. otherwise it shall be and remain in full force and effect.
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("Principal") a contract (the "Contract") to
NOW. THEREFORE. we. the undersigned Principal. and _
The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms ofthe Contract or the specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension. alteration. or addition.
IN WITNESS WHEREOF, two identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety. on the date set forth below. the name ofeach corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its goveming body.
CITY OF REDONDO BEACH PRO SOUND. INC.
By:
William C. Brand, Mayor Name: Steven Rothman. Chief Financial Officer ATTEST: A PPROVED:
Eleanor Manzano, City Clerk Diane Strickfaden. Risk Manager APPROVED AS 1'O TIORM:
Michael W. Webb, City Attorney
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as anomey-in-fact must be attached. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.
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