SERVICES AGREEMENT
EIDIM GROUP, INC. dba EIDIM AV TECHNOLGY
Emergency Operations Center Video Wall(s) Solution (RFP No. 2375) On this day of , 2024, the CITY OF RIVERSIDE, a California charter city and municipal corporation ("City"), and EIDIM GROUP, INC. dba EIDIM AV TECHNOLOGY, a California corporation ("Contractor"), mutually agree as follows:
Scope of Services. Contractor shall furnish all labor, materials and equipment for and perform the work of Emergency Operations Center Video Walls) Solution ("Services").
Contractor shall perform the Services in accordance with the provisions and requirements of the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference.
Term. This Agreement shall be in effect for date of execution through December 1, 2024, unless otherwise terminated pursuant to the provisions herein.
Compensation. City shall pay Contractor for the performance of the Services during the initial term of this Agreement a Contract Price not to exceed Three Hundred Three Thousand Five Hundred Sixty-Nine Dollars and Eighty-Six Cents ($303,569.86), unless an increase is agreed to by the parties. City shall pay Contractor for Services performed to City's satisfaction on a monthly basis in accordance with the provisions of the Compensation Schedule attached hereto as Exhibit "B" and incorporated herein by this reference. If the term of the Agreement is extended, Contractor's compensation for the extended term shall be mutually agreed upon in writing by the parties.
General Compliance with Laws. Contractor shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of Services by Contractor pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations.
Business Tax Certificate. As a condition of this Agreement, Contractor shall secure a business tax certificate to operate in the City of Riverside pursuant to Chapter 5.04 of the Riverside Municipal Code, and shall also secure any other licenses or permits which may be required.
6. Business Tax and Penalties. Contractor acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which is owed, or which becomes owed, by Contractor to City, City reserves the right to withhold and offset said 1 amounts from any payments, refunds or reimbursements owed by City to Contractor under the Agreement. Notice of such withholding and offset shall promptly be given to Contractor by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.
7. Personnel. Contractor shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. The key personnel are listed in Exhibit"C," attached hereto and incorporated herein by reference. Contractor shall furnish qualified personnel to perform the Services.
8. Assignment and Subcontracting. Neither party shall assign any right, interest, or bligation in or under this Agreement to any other entity without prior written consent of the othe arty. In any event, no assignment shall be made unless the assignee expressly assumes th obligations of assignor under this Agreement, in a writing satisfactory to the parties. Contractor acknowledges that any assignment may, at the City's sole discretion, require City Manager and/or City Council approval. Contractor shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 11. The Contractor acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.
9. Independent Contractor. In the performance of this Agreement, Contractor, and Contractor's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Riverside. Contractor acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Contractor, or to Contractor's employees, subcontractors and agents. Contractor, as an independent contractor, shall be responsible for any and all taxes that apply to Contractor as an employer.
Indemnification. Contractor shall indemnify and hold harmless the City, and the City's employees, officers, managers, agents and council members from any liability, claim, damage or action whatsoever, arising out of the sole negligence or willful misconduct of Contractor, its officers, employees, subcontractors, agents or including but not limited to property damage, bodily injury, or death. Contractor shall defend, at its sole cost and expense, including but not limited to attorney fees, cost of investigation, defense and settlement or awards, the City and the City's employees, officers, managers, agents and council members in any such action or claim. With respect to any action or claim subject to indemnification herein by Contractor, Contractor shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of City; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Contractor's indemnification of City. Contractor's obligations hereunder shall be satisfied when Contractor has provided to City the appropriate form of dismissal (or similar document) relieving the City from any liability for the action or claim involved. The specified insurance limits required 2 in this Agreement shall in no way limit or circumscribe Contractor's obligations to indemnify and hold harmless the City.
11. Insurance.
General Provisions. Prior to the City's execution of this Agreement, Contractor shall provide satisfactory evidence of, and shall thereafter maintain during the term of his Agreement, such insurance policies and coverages in the types, limits, forms and ratings requires erein. The rating and required insurance policies and coverages may be modified in writing by th City's Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.
11.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Contractor's indemnification obligations under Section 10 hereof.
11.1.2 Ratings. Any insurance policy or coverage provided by Contractor or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VIl or higher.
11.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days' prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid.
11.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage as Contractor deems adequate, at Contractor's sole expense.
Workers' Compensation Insurance. By executing this Agreement, Contractor certifies that Contractor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Contractor shall carry the insurance or provide for self-insurance required by California law to protect said Contractor from claims under the Workers' Compensation Act. Prior to City's execution of this Agreement, Contractor shall file with City either 1) a certificate of insurance showing that such insurance is in effect, or that Contractor is self-insured for such coverage, or 2) a certified statement that Contractor has no employees, and acknowledging that if Contractor does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten (10) days' prior written notice before modification or cancellation thereof.
Commercial General Liability and Automobile Insurance. Prior to City's execution of this Agreement, Contractor shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as 3 required to insure Contractor against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Contractor.
The City, and its officers, employees and agents, shall be named as additional insureds under the Contractor's insurance policies.
11.3.1 Contractor's commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor's liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000.
11.3.2 Contractor's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Contractor's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Contractor's performance of this Agreement, which vehicles shall include, but are not limited to, Contractor owned vehicles, Contractor leased vehicles, Contractor's employee vehicles, non-Contractor owned vehicles and hired vehicles.
11.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:
It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.
11.3.4 The insurance policy or policies shall also comply with the following provisions:
a. If the policy is written on a claims made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services.
The retroactive date of coverage must also be listed.
b. The policy shall specify that the insurance provided by Contractor will be considered primary and not contributory to any other insurance available to the City and Endorsement No. CG 20010413 shall be provided to the City.
Termination. City shall have the right to terminate any or all of Contractor's Services and work covered by this Agreement at any time upon thirty (30) calendar days' written notice to Contractor. In the event of such termination, Contractor shall submit Contractor's final written statement of the amount of services provided as of the date of such termination for payment 4 by the City.
Notwithstanding the foregoing, the City may terminate Contractor's performance of this Agreement upon five (5) calendar days' written notice if:
(1) Contractor fails to promptly begin performance of the Services; (2) Contractor fails to perform the Services;
(3) Contractor discontinues performance of the Services; (4) Contractor fails to make payment to employees in accordance with applicable law;
(5) Contractor disregards laws, ordinances, or rules, regulations, or orders of a public authority having jurisdiction;
(6) Contractor otherwise is guilty of breach of a provision of this Agreement; (7) Contractor becomes insolvent, is adjudicated bankrupt, or makes a general assignment for the benefit of creditors and fails to provide City with adequate assurances of Contractor's ability to satisfy its contractual obligations.
(8) A receiver, trustee, or other judicial officer shall not have any right, title, or interest in or to this Agreement. Upon that person's appointment, City has, at its option and sole discretion, the right to immediately cancel the Agreement and declare it null and void.
Non-Discrimination. During Contractor's performance of this Agreement, Contractor shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, gender, gender identity, genetic information, gender expression, sex or sexual orientation, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code.
Further, Contractor agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.
City's Right to Employ Other Consultants/Contractors. City reserves the right to employ other Contractors in connection with the Services. If the City is required to employ another contractor complete Contractor's work, due to the failure of the Contractor to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Contractor.
5 15. Conflict of Interest. Contractor, for itself and on behalf of the individuals listed in Exhibit "C", represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, affected by the above-described Services. Contractor further warrants that neither Contractor, nor the individuals listed in Exhibit "C" have any real property, business interests or income interests that will be affected by this project or, alternatively, that Contractor will file with the City an affidavit disclosing any such interest.
16. Solicitation. Contractor warrants that Contractor has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability and pay Contractor only for the value of work Contractor has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Contractor the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.
17. Prevailing Wage. If applicable, pursuant to Section 1771 of the California Labor Code, Contractors are required to pay the general prevailing rates of per diem wages, overtime and holiday wages as determined by the Director of the Department of Industrial Relations and implemented by Resolution No. 13346 of the City Council of the City of Riverside. The Director's determination of prevailing is available on-line at
www.dir.ca.gov/dlsr/DPreWageDetermination.htm, and is referred to and made a part hereof as though fully set forth herein. California Labor Code Sections 1725.5 and 1771.1 requiring all general contractors and subcontractors to be registered with DIR. Registration can be accomplished through the DIR website by using this link: http://www.dir.ca.gov/Public- Works/PublicWorks.html.
18. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows:
To City To Contractor
FIRE - EOC EIDIM GROUP, INC., dba EIDIM
City of Riverside AV TECHNOLOGY
Attn: Marilene Cabanlit Attn: Jose Padilla
3900 Main Street 1015 S. Placentia Ave.
Riverside, CA 92501 Fullerton, CA 92831
19. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court of California, County of Riverside and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county.
20. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any action or failure to act constitute 6 an approval of or acquiescence in any breach thereunder, except as may be specifically provided in this Agreement or as may be agreed in writing.
Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement and the remainder of the Agreement shall continue in full force and effect.
22. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Contractor and City.
Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof and thereof.
Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement. [SIGNATURES ON FOLLOWING PAGE.]
7 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF RIVERSIDE, a California EIDIM GROUP, INC. dba EIDIM AV charter city and municipal corporation TECHNOLOGY, a California corporation By: _
City Manager
Andrew Bang
Printed Name
Attest: President
-
City Clerk [Title]
Certified as to Availability of Funds
By:
By: _
CFO/Treasurer [Printed Name]
[Title]
Approved as to Form:
By:
Rahman Gerren
Senior Deputy City Attorney
฿24-1050 gár34 RAr
#24-1250
EXHIBIT "A"
SCOPE OF SERVICES
EXHIBIT A - Updated
Scope of Services
Scope of Work
The City of Riverside Fire Department's Office of Emergency Management is looking for proposals on 2 video wall solutions for the Emergency Operations Center (EOC) Ops Floor and Training Classroom at the Emergency Operations Center. This will be replacing a projection screen setup, and will receive video signal inputs from an SDI video routing system. The main back-end A/V system is made up of HDMI-SDI adapters from the source over 12G SDI wire to a Blackmagic 80x80 router output over 12G SDI wire to SDI-HDMI adapter to monitors. This backend system will remain.
For the EOC Ops Floor, A full video wall setup with a single controller providing ability to place images across the entirety of the wall or in individual displays.
For the Training Classroom, we prefer something that is simple in operation using the current direct input setup (source to Blackmagic router to monitors). Maintain the current 3 section setup with one input going to each section.
We'd like to see the following elements in a videowall proposal:
• Screen size - Both walls have the similar space:
• Wall 1 (EOC), Full Video Wall with Processor/Controller:
• Up to 24' × 6.75'
• Wall 2 (Training Classroom), simple multi-screen setup with 3 inputs:
Up to 24' x 6.75'
• Video Display Type: Wall displays to be considered will be LCD/LED 4K UHD Monitor Displays (please state brand, model and size used).
• Max bezel 1.8mm
• Viewing angle: Min. 178 degrees
• Refresh Rate: 120 hz
• Brightness: 500 NITS min.
• Displays must be rated for 24/7 operations.
• Inputs: Signal will come from a Black Magic Video Hub 80x80 12G Zero-Latency Router via SDI 12G signal cable.
• 1 - Processor/Controller for EOC Video Wall:
• State if the signal needs to be converted to HDMI, or can the controller accept SDI 12G?
If a conversion is needed include adapters in quote.
• State how many inputs will the controller accept/display? A minimum of 16 accepted, and 16 displayed.
• Training Classroom: The classroom will receive homerun SDI feeds to each of the three sections. Each section is receiving 1 input from the Black Magic 80x80 Router.
State if the signal needs to be converted to HDMI, or can the controller accept SDI 12G?
If a conversion is needed include adapters in quote.
Power:
• Power will need to be run to each video wall location to meet the respective display power requirements.
Labor and Installation:
• Installation of the video wall system in both rooms to occur prior to December 1, 2024.
Walls have metal studs.
• For both, appropriate backing should be considered.
Removal of EOC wall screens. Screens will be left onsite. • Warranty, Repair/Replacement Agreement, & Downtime Guarantee • The warranty shall be minimum of 2 years.
• Please indicate if there is a rapid exchange service for warrantied monitors regardless if monitor will ultimately be repaired or replaced. • Training & Job Aid
• 1 - Familiarization training session
• 1 - End-user job aid document about the system
• Control System
• Please include software GUI option to control the following:
power on-off for each video wall
• inputs from Black Magic Router System
• Can be controlled from multiple PCs in the building. A touch panel such as an iPad, Android or touchscreen PC is an acceptable addition. Avoid proprietary touch panels.
• Software GUI must be password-protected to protect against unauthorized users. • Include matrix switcher/router control for controlling where each input channel appears, size, audio on/off for each source on EOC monitor wall.
EXHIBIT "B"
COMPENSATION
EIDIM AV TECHNOLOGY
City of Riverside: Emergency Operations Center Video Wall(s) Solution
COST PROPOSAL
EIDIM
GROUP
HIDIM Group. Ine. dha BIDIM AV Technology
City of Riverside Quote Request
Company Address
1015 5. Placentia Avenue. Fullerton, CA 92831 Solicitation a Phone: (562) 777 1009 Business Type SBA Small Busines
Emai: estmatereidim.com/ CA Micro Small Business
Quotation For Quotation vald until: 06/21/2024
Prepured by: Jose Podilla
City of Riverside
Note:
43. Credit card transaction fees extra. as applicable. Includes freight FEIN DUNS. CAGE F.O.B, Point GSA Schedule
006617604 39FM0 Destinating
Manufacturer Product Nama Description Quantity Unit Price Amount City of Riverside EOC Wallts) Solution Project
• An extreme narrow 1 74mm beze! to bezel design creates • 500 nit brightness and non glare panel provide high visibility 24/7 Samsung • The thoughtful design blends in seamlessly and transferms any 18 1,770 52 31.869 29 location with powerful visuals
• Powerful picture enhancement technolory ensures all content is vibrant and clear
Prepless as DS VW775 SmartMount Supreme full Service Videa 400.37 | S 15 1.206.74
Crestron DM-NVX-E30C DM NVX* 4K60 4:4:4 HDR Networl. AV Encoder Card 802.23 | 5 14,440.14 Crestron DMI.CI.B DigitalMedia Card Chassis tor DM NVX-C & DMCE 8 Siot: 1.234 20 5 3,702.60 eras ton DM-NVX-360 DM NVX* 4K60 4:4:4 HDR Network AV Encoder/Decoder 1.277.96 23.003.24 [Blackmagic Design CONVEMIC/SH12G 12G-SD: to HDMI converter 134.06 | 5 2,41302 • An extreme narrow 1 74mm bezel-to-hezel design creates • 500 mit brightness and non-glare panel provide high visibility 24/7 Samsung VM55A F 18 1,770 52
• The thoughtful design blends in seamlessly and transtorms any 380920 location with powerfut visuals
• Powerful nirture enhancement rehnolcey ensures alicortent a vibrant and clear.
[Peerless AV DS-VW775 SmartMount Supreme Full Service Video 18 400.37 1,206.74 10 Crestron DM NVX E 30C DM NVX* 4K60 414-4 HDR Network AV Encoder Card 802.23 2.406 69 (Crestron DM.NVX-160 DM NYX* 4KG0 4-4 4 HDR Network AV Encoder/Decoder 18 1,27796 23,003.24 Blackmagic Design CONVEMIC/SH125 126 SOI to HOMI converter 134.06 40217 Control System. Network, and Rack
erpetron CPAN Control Processor 1 727.88
1.727 8H
Crestion Go App for Fad" Device
CRESTRON GO TABLET
(x for tOC. Ix for training Ron)
10 9-inch Fad Wi-Fi 646B 109 rich Pad Wi-Fi 616B. • Silver for Contreller 375 56 75172
Silver le for EOC. Ix for trainine Rem
It Theft Tablet Wall Mount for Apple 109-m Pad Whit
MI 3772W 610 56 09 11718
for (OrIx for training Ros)
Access point High Power AC1900 Dual Band Witeless Arcess Pomt XAP 1510 with US Power Cord
slatter a last be mansarse all
ietwork Swilch - AV Series 18 Poet Ggab.t Pot • L2/03 Manager AMS. 1816P 655.10 655.10
Switch with US Power Cord
15 RUERK Senes Rack, 25 Inches Deep. Configured for AV
20 Middie Atlantic •Comes configured with integrated ton top. vent blockets, and near 1.58>53 door vort
EATON/TRIPPLITE ISMART S000XEMAXL L20V SAVA 3.75%W Line Interactive Sine Wave UPS 3.589.56 3.589.56 XPANFI Crestron Control for Computers
Cables and Miscellaneous
atling lot
CIDIN HDM: Patch Cables 80pcs est 10.43160 10 4 34.60
25 3.758 70 B 3.758.70
125
www.eidim.com [email protected] 562-777-1009 @eidimgroup
EIDIM AV TECHNOLOGY
City of Riverside: Emergency Operations Center Video Wall(s) Solution Manufacture: Product Name Description Quantity Unit Price Amount installations end babud
(EDIM Desigand Coordnation : 500.00
Removal of Screens and Accessor? 2.592.00
29 ¡EIDIM installation of Equipment 25.920.00
[EIDIM
(EIDIM op Drawings and Subunittal 864 00
(EIDIM Project Manapement 11,340.00
Propramming 10.260.00
34 (EIDIM Electrical 20,250.00
Wall support 13.500 00
(EIDIM Conduit: 6.750.00
EIDIM Scissor Lift (5 Days) 2.362.50
Testimp Commissioning and Training
DIDIM Testing and Commissioning 3456.00
1.728.00
41 LEIDIM [Administration (man hoursi 2.646.00
Documentation 75600
Warranty (2 vrs! 5616.00
288,641.40
8.75:
T... 14.928.45
TOTAL WITH TAX 5 303.569.86
www.eidim.com * [email protected] 562-777-1009 @eidimgroup EXHIBIT """
KEY PERSONNEL
Jose Padilla