AGREEMENT FOR CONSULTING SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND CASHEL CORPORATION DBA INTEGRATED MEDIA SYSTEMS
THIS AGREEMENT FOR CONSULTING SERVICES (this "Agreement") is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Cashel Corporation, a California Corporation dba Integrated Media Systems ("Consultant" or “Contractor”).
The parties hereby agree as follows:
1. Description of Project or Scope of Services. The project description or scope of services to be provided by Consultant, and any corresponding responsibilities of City, or services required to be performed by City are set forth in Exhibit "A."
2. Term and Time of Completion. Consultant shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".
3. Compensation. City agrees to pay Consultant for work performed in accordance with Exhibit "C".
* * * * *
GENERAL PROVISIONS
1. Independent Contractor. Consultant acknowledges, represents and warrants that Consultant is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Consultant shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Consultant's sole responsibility.
2. Brokers. Consultant acknowledges, represents and warrants that Consultant has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.
3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Consultant shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials, shall be specific for the project herein and shall not be used by the City for any other project without Consultant's consent. Notwithstanding the foregoing, Consultant shall not be obligated to assign any proprietary software or data developed by or at the direction of Consultant for Consultant's own use; provided, however, that Consultant shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.
4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.
Inspections by the City shall not relieve or minimize the responsibility of Consultant to conduct any inspections Consultant has agreed to perform pursuant to the terms of this Agreement. Consultant shall be solely liable for said inspections performed by Consultant. Consultant shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Consultant hereunder.
5. Services. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C", the City in its sole discretion may, upon notice to Consultant, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Consultant. City shall furnish Consultant to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Consultant's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Consultant.
6. Records. Consultant, including any of its subcontractors shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Consultant, including any of its subcontractors shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Consultant's completion of performance of this Agreement.
Copies of all pertinent reports and correspondence shall be furnished to the City for its files.
7. Changes and Extra Work. All changes and/or extra work under this Agreement shall be provided for by a subsequent written amendment executed by City and Consultant.
8. Additional Assistance. If this Agreement requires Consultant to prepare plans and specifications, Consultant shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Consultant shall issue any necessary addenda to the plans and specifications as requested. In the event Consultant is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.
9. Professional Ability. Consultant acknowledges, represents and warrants that Consultant is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement.
Consultant shall perform in accordance with generally accepted professional practices and standards of Consultant's profession.
10. Business License. Consultant 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.
11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the project or services hereunder, immediately upon written notice to Consultant. In the event of any such termination, Consultant shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Consultant for this Agreement, prior to Consultant’s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Consultant is not able to cancel such orders. Compensation for Consultant in such event shall be determined by the City in accordance with the percentage of the project or services completed by Consultant; and all of Consultant's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
12. Termination in the Event of Default. Should Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Consultant shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages if any, sustained by the City by virtue of Consultant's breach of this Agreement.
13. Conflict of Interest. Consultant acknowledges, represents and warrants that Consultant shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Consultant further acknowledges, represents and warrants that Consultant has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Consultant acknowledges that in the event that Consultant shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.
14. Indemnity. To the maximum extent permitted by law, Consultant hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”) from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Consultant’s performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Consultant because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
15. Insurance. Consultant shall comply with the requirements set forth in Exhibit "D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.
16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
17. Compliance with Laws. Consultant shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nondiscrimination laws.
18. Limitations upon Subcontracting and Assignment. Consultant acknowledges that the services which Consultant shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Consultant shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Consultant, Consultant shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Consultant and subcontractor. Any attempt by Consultant to assign any or all of its rights under this Agreement without first obtaining the City's prior written consent shall constitute a material default under this Agreement.
The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Consultant or twenty-five percent (25%) or more the voting control of Consultant (whether Consultant is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.
Further, the involvement of Consultant or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Consultant’s assets occurs, which reduces Consultant’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.
19. Subcontractors. Consultant shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Consultant shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.
20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Consultant and City may be used to assist in the interpretation of the exhibits to this Agreement.
21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Consultant.
23. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Consultant hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.
24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Consultant, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.
25. Time of Essence. Time is of the essence of this Agreement.
26. Confidentiality. To the extent permissible under law, Consultant shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."
28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
29. Attorneys’ Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys’ fees (including expert witness fees) and costs.
This provision shall survive the termination of this Agreement.
30. Claims. Any claim by Consultant against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.
31. Interpretation. Consultant acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.
32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Consultant warrants as follows: Consultant 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 of one (1) year from the date of delivery; 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 Consultant, at Consultant's expense, including shipping.
Consultant shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.
33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed, and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.
34. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Consultant warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Consultant, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Consultant.
35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
SIGNATURES FOLLOW ON NEXT PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 1st day of March, 2022.
CITY OF REDONDO BEACH, CASHEL CORPORATION,
a chartered municipal corporation a California corporation dba Integrated Media Systems
______________________________ By: _________________________ William C. Brand, Mayor Name: __________________________ Title: __________________________
ATTEST: APPROVED:
_____________________________ _____________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
_____________________________
Michael W. Webb, City Attorney
EXHIBIT “A”
SCOPE OF SERVICES
I. CONSULTANT’S DUTIES
Consultant shall provide remote monitoring, preventive maintenance and equipment maintenance for the new Audio Visual (“AV”) and broadcast systems installed by Consultant.
A. System Monitoring
1. Perform remote checks of Internet Service Provider (ISP) uptimes, slow internet connections (latency), intermittent internet disconnects (packet loss) and Domain Name Server (DNS) checks to ensure system access.
2. Provide automated monitoring and reporting of identified key point device status of the core components of the AV and Broadcast systems, including but not limited to, routers, switches, control processors, touch panels, video wall display, power distribution, and UPS units.
B. Remote Reboot Capabilities
1. In the event a device indicates signs of failure or problems, log in to the system remotely and reboot a device or grouping of devices.
2. Provide remote software reboots to equipment for selected control processors and touch panels as well as soft reboots on certain devices.
3. Provide hard reboots of devices through IP based UPS units and certain network switches.
C. Remote Firmware Updates
1. In instances where remote error troubleshooting indicates a device firmware update is required, remotely update device firmware to repair an issue and ensure all devices are operating.
2. Perform applicable firmware update during troubleshooting of reported issues.
3. Evaluate the potential risk in downloading firmware remotely to determine the best course of action. In the event the situation is considered an emergency, remotely download firmware.
4. Consultant shall not be held liable for failed or bad firmware loads.
D. On-Site Preventive Maintenance
1. Include four (4) annual scheduled preventive maintenance services by an engineer and technicians consisting of up to six (6) hours onsite performing system testing and adjustment in this plan.
2. Include a systematic check of each device in the system for proper operation. As part of the preventative maintenance visits, ensure the technical team makes any necessary adjustments to the equipment, evaluates the system and devices for any apparent issues, identifies video projector lamp hour use to MTBF and verifies appropriate equipment and system operation.
3. At the conclusion of the maintenance check, provide City with a verbal overall assessment of City’s system and leave a copy of the review checklist and associated notes.
4. Inform City that about any new functionality or products.
5. The preventative maintenance process is as follows.
a. Clean, inspect, test and adjust equipment.
b. Converge the Chamber video wall and Library video projector and color balance as appropriate or required.
c. Perform any required manufacturer maintenance in accordance with manufacturer's guidelines.
d. Test, adjust and balance audio systems to ensure microphone and audio sources are intelligible in the space.
e. Perform the following maintenance:
i. Video Wall
a. Test and confirm video wall control (on/off and input selection).
b. Inspect and test operation.
ii. Projector
a. Document lamp hours and reset hours if lamp is changed. b. Clean filter and reset filter hours.
c. Re-align and refocus projector to screen.
d. Test and confirm projector control (on/off and input selection). e. Inspect and test fan motor operation.
iii. Speakers
a. Check and confirm speaker audio levels and quality.
b. Check and confirm speaker control (volume, speaker
switching and combining).
iv. Microphones
a. Perform visual check of microphone connectors and cable condition.
b. Check microphone levels, quality, volume +/- and mute controls.
c. Check wireless microphone transmitters, windscreens, battery compartments and connectors.
d. Perform individual check of wireless microphone TX/RX frequency pairing.
v. Dais and table input plates and cable cubbies
a. Perform visual check of input jack/connectors/cables. b. Inspect and repair HDMI pins for misaligned pins.
vi. Blu-Ray Recorders
a. Perform visual check of front panel condition including tray opening/closing and button operation.
b. Clean laser lens.
c. Check and confirm DVD video switching and muting.
d. Check and confirm DVD transport controls (stop, play, pause, fast-forward, rewind and record).
e. Check DVD transport operation through control panel. vii. Broadcast Cameras
a. Perform visual check of camera exterior condition including mounting hardware and connectors.
b. Clean lens as required.
c. Check and confirm camera control through control panel or remote.
d. Check and confirm camera power up/down.
e. Check and confirm camera preset positions.
viii. Broadcast Systems
a. Inspect and check control operation.
b. Check system start up application.
c. Verify operation of all control surfaces.
d. Verify control of all devices.
e. Verify operation of broadcast devices and output levels. ix. Virtual and Hybrid Meeting Systems
a. Inspect and check control operation.
b. Verify audio and video signal path.
c. Perform test calls to verify operation.
x. Streaming Systems
a. Inspect and check control operation.
b. Verify audio and video signal path.
c. Enable test stream to verify operation.
xi. UPS
a. Inspect and check all UPS devices.
b. Ensure appropriate battery operating condition.
xii. Equipment Racks
Inspect and check rack condition including rack mounted equipment.
xiii. Touch Panels
a. Inspect and check physical condition of panel and clean/wipe down as necessary.
b. Check panel button operation.
c. Check all control cable connections. Re-terminate and re-seat connectors as needed.
xiv. Floor Boxes
a. Clean and inspect all floor boxes for debris and foreign objects.
b. Inspect and test input/output jacks and cabling to assure proper connectivity.
E. Preferred Priority Technical Service
1. Upon receipt of a monitoring system notification by email to [email protected] or call during normal business hours (i.e., Monday through Friday, 8:30 a.m. to 5:00 p.m. PST) identifying or requesting required repair services on covered equipment, perform remote diagnostics of the problem and attempt to fix the issue remotely.
2. If remote troubleshooting and repair is unsuccessful, provide assistance to Client over the telephone. If telephone support is unsuccessful, dispatch a technician or an engineer, as applicable, to the site during normal business hours to perform service. Priority Technical Service does not guarantee any specific turnaround time or entitle the Client to after- hours exemptions or inclusions. Technical services, as described in this section, will be provided on a Time and Materials basis at the discounted hourly rates provided in Exhibit “C” during normal business hours.
3. If Client requests after-hours support, provide support on a best effort basis and at additional charge to Client at the hourly rate for after-hours support as provided in Exhibit “C”. Consultant shall not be obligated to provide or perform repair service after normal business hours. Any hours that remain unused at the end of each twelve (12) month Agreement period will rollover for use in the following year.
F. Field Service Process
Respond to a requirement for field service on an expedited basis. Once dispatched to the room,ensure the technician performs a system test to attempt to duplicate and diagnose the issue. Once the issue has been diagnosed, ensure the technician takes one of the following actions:
1. Problem diagnosed and resolved. If the technician can resolve the issue during the initial visit, re-test the system to ensure the problem has been resolved and the system is operating in accordance with the original installation specifications (display, audio and configuration).
2. System equipment repair required. If repair is required for any system component, upon approval of the City, take the following steps. a. Remove the defective equipment.
b. Arrange for a Return Material Authorization for the defective equipment from the manufacturer or manufacturer authorized repair center and arrange shipment.
c. Coordinate repair of the equipment with the repair provider. Upon completion of the repair and receipt of the returned equipment from the manufacturer or repair center, contact City designated contact to determine room availability and schedule a return service visit. d. Reinstall the repaired equipment, reload applicable software and perform appropriate equipment and system testing to ensure device functionality and appropriate interface to the system.
II. CITY’S DUTIES
City will perform the following duties.
A. Provide all required network infrastructure, internet services and configuration of network and internet access to Consultant’s specifications prior to Consultant’s installation team arrival.
B. Install and provide continued connection of a remote monitoring appliance leased from Consultant at the City premises.
C. Maintain a reliable, timely, electronic connection to the Internet.
D. Obtain, install, operate and maintain all necessary hardware, software, and telecommunications connections, services and equipment, compatible with and suitable to allow Consultant to monitor the Systems via the Internet.
E. Remote Troubleshooting and Management. Grant Consultant permission to conduct remote troubleshooting and repair of the City Council Chamber and Library Multi-Purpose Room AV and Broadcast systems.
F. Equipment Access and Maintenance
Provide Consultant unrestricted access to the covered equipment for service visits. Operate all covered equipment in accordance with the user operations manuals provided by the equipment manufacturer.
III. EXCLUSIONS
This Agreement does not cover the following.
A. Equipment Alterations
1. Instances where non-Consultant personnel have altered, repaired or modified the wiring interconnections or covered equipment of this Agreement, except as expressly directed by Consultant.
2. City’s furnished equipment or equipment, components, wiring or other parts that have been added to the covered equipment without written notification to, and acceptance by, Consultant.
B. Other Equipment
1. Computers, network hardware, firmware and software or failures caused by computer or network firmware or software updates to equipment not provided and installed by Consultant.
2. Projection screens and projection screen control devices, knobs, projection lamps, bulbs, trim, trim parts, LCD optical units, LCD panels, cabinetry, ILA optical units, DMD optical units, DLP optical units, or batteries.
3. Repair support and parts to complete repairs to the failed equipment are not available from the original manufacturer of the equipment or an authorized repair provider for the equipment,
4. Failure of equipment or room functionality caused by fire, utility service disruptions, unconditioned or fluctuating electrical power, or natural and environmental causes such as earthquake, tornado, lightning, corrosion, flood, or other acts of God, or other causes beyond Consultant’s reasonable control.
5. Failure of equipment or room functionality caused by City’s abuse, misuse, negligence, or previously installed or used equipment, which is not in good operating condition.
6. Any actual, consequential or incidental damages incurred or suffered by the City, directly or indirectly, or for economic loss, including inconvenience, loss of profits, loss of business revenue, loss of time, loss of equipment use, even if Consultant has been advised of the possibility thereof.
7. System alterations or enhancements. If system alterations or enhancements are performed by Consultant during the period of coverage, Consultant shall provide an amendment to cover system alterations or enhancements.
8. Control system changes or other software programming changes.
9. Failures or faults caused by structural, mechanical, electrical, or plumbing systems or devices not installed by Consultant and not specifically covered under this Agreement.
10.Inability of the covered equipment to perform in a manner other than for which it was designed and intended.
16 EXHIBIT “B”
SCHEDULE FOR COMPLETION
TERM: The term of this Agreement shall commence March 1, 2022 and expire February 28, 2025 (“Term”), unless otherwise terminated as herein provided. 17 EXHIBIT "C"
COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.
I. AMOUNT. Consultant shall be paid in accordance with the following schedule.
DESCRIPTON AMOUNT
Remote system monitoring, troubleshooting and preventive maintenance and system maintenance Plan - per year cost based on a 3-year plan $ 26,100
Engineering Services - Ten (10) hours @ $166.50 per hour $1,665.00 Technician Services - Ten (10) hours @ $112.50 per hour 1,125.00 Plan – initial per year cost $ 28,890.00
Total for Three Year Plan $86,670
Note: the per year cost identified is exclusive of the costs of parts, replacement items, freight and handling, expenses and additional engineering or technician time required above and beyond the prepaid hours indicated above.
In the event additional services are requested, Consultant shall be paid in accordance with the following schedule.
TIME & MATERIALS COSTS
Staff Hourly Rate
Consultant, Principal $ 225.00
Engineer $166.50
Drafting $166.50
Technician $112.50
Administration $ 70.00
Travel (travel time per person) at above rate
Shipping and Handling Cost
Expenses Cost
AFTER HOURS SUPPORT
Staff Hourly Rate
Engineer $277.50
Technician $187.50
In the event City requires repairs, all parts and equipment will be shipped two-day delivery. Expedited delivery is also available and will be utilized in emergency situations, as required.
18 II. EXPENSES. Consultant will be reimbursed for expenses at cost; provided however, that Contractor obtains City’s prior written authorization and provides written documentation evidencing the expenditure. Reimbursable expenses include the following.
A. Expenses of transportation; auto or truck rental.
B. Expense of reproductions, postage and handling of drawings, schedules, technical proposals and any other documents and freight charges.
C. Expense of photographs used in connection with the Scope of Work D. Expenses of any renderings, presentation supplies, models, mock-ups, demonstration equipment or samples requested by City.
III. NOT TO EXCEED AMOUNT. In no event shall the total amount paid to Consultant, including expenses exceed $96,670 during the Term.
IV. METHOD OF PAYMENT. Consultant shall provide monthly invoices to City for approval and payment for equipment received by Consultant and those services performed in the month in which the invoice is submitted. Invoices must include the following information.
A. Description of services performed.
B. Title of staff member.
C. Number of hours worked.
D. Applicable hourly rate.
E. If applicable, expenses incurred.
Invoice must be itemized, adequately detailed, based on accurate records, in a form reasonably satisfactory to City. If no work is performed in a given month, no invoice is required. Invoices must attach the prior written authorization of the City and copies of receipts to substantiate expense requests. Consultant may be required to provide back-up material upon request.
V. SCHEDULE FOR PAYMENT. Consultant shall be paid as set forth below.
A. First Year: Consultant shall invoice City upon execution of the Agreement and City will pay for one year of services within forty-five (45) days of City’s receipt of the invoice.
B. Subsequent Years: Consultant shall invoice the City within thirty (30) days of the annual anniversary of the commencement date, and each subsequent one-year period thereafter.
19 C. Ten Hour Block Coverage: Consultant shall invoice for additional ten (10) hour blocks of engineering and/or technician hours upon utilization of 70% of a current block. Any pool hours that remain unused at the end of each twelve (12) month Agreement period shall roll-over for use in the following year. In the event, any pool hours remaining unused at the end of the Agreement, Consultant shall refund payment for those pool hours within thirty days of City’s written request.
VI. NOTICE. Written notices to City and Contractor shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
Contractor: Cashel Corporation dba Integrated Media Systems 200 McCormick Ave.
Costa Mesa, CA 92626
Attention: Brad Caldwell, President and CEO
City: City of Redondo Beach
Information Technology
415 Diamond Street
Redondo Beach, CA 90278
Attention: Chris Benson, Information Technology Director All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party. 20 EXHIBIT “D”
INSURANCE REQUIREMENTS FOR CONSULTANTS
Without limiting Consultant's indemnification obligations under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
Workers' Compensation insurance as required by the State of California.
Employer's Liability Insurance.
Minimum Limits of Insurance
Consultant shall maintain limits no less than:
General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project/location.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
21 Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Consultant. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance, or as a separate owner’s policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant.
For any claims related to this project, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.
The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant's part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
22 Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.
Subcontractors
Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Consultant acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.