Professional Services Agreement
Form approved by the City Attorney 5-11-20
CITY OF SANTA ROSA
PROFESSIONAL SERVICES AGREEMENT
WITH MARK LATIMER & ASSOCIATES
dba CODA TECHNOLOGY GROUP
AGREEMENT NUMBER F003025
This "Agreement" is made as of this ____day of_______________, 2025, by and between the City of Santa Rosa, a municipal corporation ("City"), and Mark Latimer & Associates, Inc. dba Coda Technology Group, a California Corporation ("Contractor").
R E C I T A L S
A. City desires to replace it’s current broadcast system in Council Chamber, which is end of life.
B. City desires to retain a qualified firm to conduct the services described above in accordance with the Scope of Services as more particularly set forth in Exhibit A to the Agreement.
C. Contractor represents to City that it is a firm composed of highly trained professionals and is fully qualified to conduct the services described above and render advice to City in connection with said services.
D. The parties have negotiated upon the terms pursuant to which Contractor will provide such services and have reduced such terms to writing.
AGREEMENT
NOW, THEREFORE, City and Contractor agree as follows:
1. SCOPE OF SERVICES
Contractor shall provide to City the services described in Exhibit A ("Proposal").
Contractor shall provide these services at the time, place, and in the manner specified in Exhibit A.
Exhibit A is attached hereto for the purpose of defining the manner and scope of services to be provided by Contractor and is not intended to, and shall not be construed so as to, modify or expand the terms, conditions or provisions contained in this Agreement. In the event of any conflict between this Agreement and any terms or conditions of any document prepared or provided by Contractor and made a part of this Agreement, including without limitation any document relating to the scope of services or payment therefor, the terms of this Agreement shall control and prevail.
2. COMPENSATION
a. City shall pay Contractor for services rendered pursuant to this Agreement at the rates, times and in the manner set forth in Exhibit A. Contractor shall submit monthly statements to City
EXHIBIT A
Professional Services Agreement
Form approved by the City Attorney 5-11-20
which shall itemize the services performed as of the date of the statement and set forth a progress report, including work accomplished during the period, percent of each task completed, and planned effort for the next period. Invoices shall identify personnel who have worked on the services provided, the number of hours each worked during the period covered by the invoice, the hourly rate for each person, and the percent of the total project completed, consistent with the rates and amounts shown in Exhibit A.
b. The payments prescribed herein shall constitute all compensation to Contractor for all costs of services, including, but not limited to, direct costs of labor of employees engaged by Contractor, travel expenses, telephone charges, copying and reproduction, computer time, and any and all other costs, expenses and charges of Contractor, its agents and employees. In no event shall City be obligated to pay late fees or interest, whether or not such requirements are contained in Contractor’s invoice.
c. Notwithstanding any other provision in this Agreement to the contrary, the total maximum compensation to be paid for the satisfactory accomplishment and completion of all services to be performed hereunder shall in no event exceed the sum of one-hundred forty-seven thousand, one- hundred fifty-three dollars and no cents ($147,153.00) which includes a $5,000 contingency. The City’s Chief Financial Officer is authorized to pay all proper claims from Charge Number JL 02066.
3. DOCUMENTATION; RETENTION OF MATERIALS
a. Contractor shall maintain adequate documentation to substantiate all charges as required under Section 2 of this Agreement.
b. Contractor shall keep and maintain full and complete documentation and accounting records concerning all extra or special services performed by it that are compensable by other than an hourly or flat rate and shall make such documents and records available to authorized representatives of City for inspection at any reasonable time.
c. Contractor shall maintain the records and any other records related to the performance of this Agreement and shall allow City access to such records during the performance of this Agreement and for a period of four (4) years after completion of all services hereunder.
4. INDEMNITY
a. Contractor shall, to the fullest extent permitted by law, indemnify, protect, defend and hold harmless City, and its employees, officials and agents ("Indemnified Parties") from all claims, demands, costs or liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, interest, defense costs, and expert witness fees), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, its officers, employees, or agents, in said performance of professional services under this Agreement, excepting only liability arising from the sole negligence, active negligence or intentional misconduct of City.
b. The existence or acceptance by City of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of City’s rights under this Section 4, nor shall the
Professional Services Agreement
Form approved by the City Attorney 5-11-20
limits of such insurance limit the liability of Contractor hereunder. This Section 4 shall not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section 17(b), below. The provisions of this Section 4 shall survive any expiration or termination of this Agreement.
5. INSURANCE
a. Contractor shall maintain in full force and effect all of the insurance coverage described in, and in accordance with, Attachment One, "Insurance Requirements." Maintenance of the insurance coverage set forth in Attachment One is a material element of this Agreement and a material part of the consideration provided by Contractor in exchange for City’s agreement to make the payments prescribed hereunder. Failure by Contractor to (i) maintain or renew coverage, (ii) provide City notice of any changes, modifications, or reductions in coverage, or (iii) provide evidence of renewal, may be treated by City as a material breach of this Agreement by Contractor, whereupon City shall be entitled to all rights and remedies at law or in equity, including but not limited to immediate termination of this Agreement.
Notwithstanding the foregoing, any failure by Contractor to maintain required insurance coverage shall not excuse or alleviate Contractor from any of its other duties or obligations under this Agreement. In the event Contractor, with approval of City pursuant to Section 6 below, retains or utilizes any subcontractors or subContractors in the provision of any services to City under this Agreement, Contractor shall assure that any such subcontractor has first obtained, and shall maintain, all of the insurance coverages set forth in the Insurance Requirements in Attachment One.
b. Contractor agrees that any available insurance proceeds broader than or in excess of the coverages set forth in the Insurance Requirements in Attachment One shall be available to the additional insureds identified therein.
c. Contractor agrees that the insurance coverages and limits provided under this Agreement are the greater of: (i) the coverages and limits specified in Attachment One, or (ii) the broader coverages and maximum limits of coverage of any insurance policy or proceeds available to the name insureds.
6. ASSIGNMENT
Contractor shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of City, in City’s sole and absolute discretion. Contractor agrees that the City shall have the right to approve any and all subcontractors and subContractors to be used by Contractor in the performance of this Agreement before Contractor contracts with or otherwise engages any such subcontractors or subContractors.
7. NOTICES
Except as otherwise provided in this Agreement, any notice, submittal or communication required or permitted to be served on a party, shall be in writing and may be served by personal delivery to the person or the office of the person identified below. Service may also be made by mail, by placing first-class postage, and addressed as indicated below, and depositing in the United States mail to:
Professional Services Agreement
Form approved by the City Attorney 5-11-20
City Representative:
Brian Kilkenny
90 Santa Rosa Ave., 2nd Flr
Santa Rosa, CA 95404
(707) 543-3116
[email protected]
Contractor Representative:
Mark Latimer
1370 Redwood Way, Suite C
Petaluma, CA 94954
(707) 664-5120
[email protected]
8. INDEPENDENT CONTRACTOR
a. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel shall be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Agreement, and Contractor shall be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold City harmless from any and all claims that may be made against City based upon any contention by any of Contractor’s employees or by any third party, including but not limited to any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any services under this Agreement.
b. It is further understood and agreed by the parties hereto that Contractor, in the performance of Contractor’s obligations hereunder, is subject to the control and direction of City as to the designation of tasks to be performed and the results to be accomplished under this Agreement, but not as to the means, methods, or sequence used by Contractor for accomplishing such results. To the extent that Contractor obtains permission to, and does, use City facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the Contractor’s sole discretion based on the Contractor’s determination that such use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Agreement, the City does not require that Contractor use City facilities, equipment or support services or work in City locations in the performance of this Agreement.
c. If, in the performance of this Agreement, any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision, and control of Contractor. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor. It is further understood and agreed that Contractor shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of Contractor’s assigned personnel and subcontractors.
d. The provisions of this Section 8 shall survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to create an exclusive relationship between City and Contractor. Contractor may represent, perform services for, or be employed by such additional persons or companies as Contractor sees fit.
Professional Services Agreement
Form approved by the City Attorney 5-11-20
9. ADDITIONAL SERVICES
Changes to the Scope of Services shall be by written amendment to this Agreement and shall be paid on an hourly basis at the rates set forth in Exhibit A, or paid as otherwise agreed upon by the parties in writing prior to the provision of any such additional services.
10. SUCCESSORS AND ASSIGNS
City and Contractor each binds itself, its partners, successors, legal representatives and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of such other party in respect of all promises and agreements contained herein.
11. TERM, SUSPENSION, TERMINATION
a. This Agreement shall become effective on the date that it is made, set forth on the first page of the Agreement, and shall continue in effect until both parties have fully performed their respective obligations under this Agreement, unless sooner terminated as provided herein.
b. City shall have the right at any time to temporarily suspend Contractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. If City gives such notice of suspension, Contractor shall immediately suspend its activities under this Agreement, as specified in such notice.
c. City shall have the right to terminate this Agreement for convenience at any time by giving a written notice of termination to Contractor. Upon such termination, Contractor shall submit to City an itemized statement of services performed as of the date of termination in accordance with Section 2 of this Agreement. These services may include both completed work and work in progress at the time of termination. City shall pay Contractor for any services for which compensation is owed; provided, however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the Agreement not been terminated or had Contractor completed the services required by this Agreement. Contractor shall promptly deliver to City all documents related to the performance of this Agreement in its possession or control. All such documents shall be the property of City without additional compensation to Contractor.
12. TIME OF PERFORMANCE
The services described herein shall be provided during the period, or in accordance with the schedule, set forth in Exhibit A. Contractor shall complete all the required services and tasks and complete and tender all deliverables to the reasonable satisfaction of City, not later than Sept 30, 2025.
13. STANDARD OF PERFORMANCE
Contractor shall perform all services performed under this Agreement in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in
Professional Services Agreement
Form approved by the City Attorney 5-11-20
California. All products of whatsoever nature that Contractor delivers to City shall be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession, and shall be provided in accordance with any schedule of performance. Contractor shall assign only competent personnel to perform services under this Agreement. Contractor shall notify City in writing of any changes in Contractor’s staff assigned to perform the services under this Agreement prior to any such performance. In the event that City, at any time, desires the removal of any person assigned by Contractor to perform services under this Agreement, because City, in its sole discretion, determines that such person is not performing in accordance with the standards required herein, Contractor shall remove such person immediately upon receiving notice from City of the desire of City for the removal of such person.
14. CONFLICTS OF INTEREST
Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Contractor’s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor, without the written consent of City. Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City at all times during the performance of this Agreement.
15. CONFLICT OF INTEREST REQUIREMENTS
a. Generally. The City’s Conflict of Interest Code requires that individuals who qualify as "Contractors" under the Political Reform Act, California Government Code sections 87200 et seq., comply with the conflict of interest provisions of the Political Reform Act and the City’s Conflict of Interest Code, which generally prohibit individuals from making or participating in the making of decisions that will have a material financial effect on their economic interests. The term "Contractor" generally includes individuals who make governmental decisions or who serve in a staff capacity.
b. Conflict of Interest Statements. The individual(s) who will provide services or perform work pursuant to this Agreement are "Contractors" within the meaning of the Political Reform Act and the City’s Conflict of Interest Code:
____ yes __x__ no (check one)
If "yes" is checked by the City, Contractor shall cause the following to occur within 30 days after execution of this Agreement:
(1) Identify the individuals who will provide services or perform work under this Agreement as "Contractors"; and
(2) Cause these individuals to file with the City Clerk the assuming office statements of economic interests required by the City’s Conflict of Interest Code.
Thereafter, throughout the term of the Agreement, Contractor shall cause these individuals
Professional Services Agreement
Form approved by the City Attorney 5-11-20
to file with the City Clerk annual statements of economic interests, and "leaving office" statements of economic interests, as required by the City’s Conflict of Interest Code.
The above statements of economic interests are public records subject to public disclosure under the California Public Records Act. The City may withhold all or a portion of any payment due under this Agreement until all required statements are filed.
16. CONFIDENTIALITY OF CITY INFORMATION
During performance of this Agreement, Contractor may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as "City Information") that are valuable, special and unique assets of the City. Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the prior written consent of City. In addition, Contractor shall comply with all City policies governing the use of the City network and technology systems. A violation by Contractor of this Section 16 shall be a material violation of this Agreement and shall justify legal and/or equitable relief.
17. CONTRACTOR INFORMATION
a. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor pursuant to this Agreement. In this Agreement, the term "information" shall be construed to mean and include: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City.
b. Contractor shall fully defend, indemnify and hold harmless City, its officers and employees, and each and every one of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor pursuant to this Agreement infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Contractor not later than ten (10) days after City is served with any such claim, action, lawsuit or other proceeding, provided that City’s failure to provide such notice within such time period shall not relieve Contractor of its obligations hereunder, which shall survive any termination or expiration of this Agreement.
c. All proprietary and other information received from Contractor by City, whether received in connection with Contractor’s proposal, will be disclosed upon receipt of a request for
Professional Services Agreement
Form approved by the City Attorney 5-11-20
disclosure, pursuant to the California Public Records Act; provided, however, that, if any information is set apart and clearly marked "trade secret" when it is provided to City, City shall give notice to Contractor of any request for the disclosure of such information. Contractor shall then have five (5) days from the date it receives such notice to enter into an agreement with the City, satisfactory to the City Attorney, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff’s attorneys’ fees) incurred by City in any legal action to compel the disclosure of such information under the California Public Records Act. Contractor shall have sole responsibility for defense of the actual "trade secret" designation of such information.
d. The parties understand and agree that any failure by Contractor to respond to the notice provided by City and/or to enter into an agreement with City, in accordance with the provisions of subsection c, above, shall constitute a complete waiver by Contractor of any rights regarding the information designated "trade secret" by Contractor, and such information shall be disclosed by City pursuant to applicable procedures required by the Public Records Act.
18. MISCELLANEOUS
a. Entire Agreement. This Agreement contains the entire agreement between the parties.
Any and all verbal or written agreements made prior to the date of this Agreement are superseded by this Agreement and shall have no further effect.
b. Modification. No modification or change to the terms of this Agreement will be binding on a party unless in writing and signed by an authorized representative of that party.
c. Compliance with Laws. Contractor shall perform all services described herein in compliance with all applicable federal, state and local laws, rules, regulations, and ordinances, including but not limited to, (i) the Americans with Disabilities Act of 1990 (42 U.S.C. 12101, et seq.) ("ADA"), and any regulations and guidelines issued pursuant to the ADA; and (ii) Labor Code sections 1720, et seq., which require prevailing wages (in accordance with DIR determinations at www.dir.ca.gov) be paid to any employee performing work covered by Labor Code sections 1720 et seq. Contractor shall pay to the City when due all business taxes payable by Contractor under the provisions of Chapter 6-04 of the Santa Rosa City Code. The City may deduct any delinquent business taxes, and any penalties and interest added to the delinquent taxes, from its payments to Contractor.
d. Discrimination Prohibited. With respect to the provision of services under this Agreement, Contractor agrees not to discriminate against any person because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of that person.
e. Governing Law; Venue. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court in Sonoma County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such court, and consent to service of process issued by such court.
Professional Services Agreement
Form approved by the City Attorney 5-11-20
f. Waiver of Rights. Neither City acceptance of, or payment for, any service or performed by Contractor, nor any waiver by either party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.
g. Incorporation of Attachments and Exhibits. The attachments and exhibits to this Agreement are incorporated and made part of this Agreement, subject to terms and provisions herein contained.
19. AUTHORITY; SIGNATURES REQUIRED FOR CORPORATIONS
Contractor hereby represents and warrants to City that it is (a) a duly organized and validly existing Corporation, formed and in good standing under the laws of the State of California, (b) has the power and authority and the legal right to conduct the business in which it is currently engaged, and (c) has all requisite power and authority and the legal right to consummate the transactions contemplated in this Agreement. Contractor hereby further represents and warrants that this Agreement has been duly authorized, and when executed by the signatory or signatories listed below, shall constitute a valid agreement binding on Contractor in accordance with the terms hereof.
If this Agreement is entered into by a corporation, it shall be signed by two corporate officers, one from each of the following two groups: a) the chairman of the board, president or any vice- president; b) the secretary, any assistant secretary, chief financial officer, or any assistant treasurer. The title of the corporate officer shall be listed under the signature.
20. COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement and future documents relating thereto may be executed in two or more counterparts, each of which will be deemed an original and all of which together constitute one Agreement. Counterparts and/or signatures delivered by facsimile, pdf or City-approved electronic means have the same force and effect as the use of a manual signature. Both City and Contractor wish to permit this Agreement and future documents relating thereto to be electronically signed in accordance with applicable federal and California law. Either Party to this Agreement may revoke its permission to use electronic signatures at any time for future documents by providing notice pursuant to the Agreement.
The Parties agree that electronic signatures, by their respective signatories are intended to authenticate such signatures and to give rise to a valid, enforceable, and fully effective Agreement. The City reserves
Professional Services Agreement
Form approved by the City Attorney 5-11-20
the right to reject any signature that cannot be positively verified by the City as an authentic electronic signature.
Executed as of the day and year first above stated.
CONTRACTOR:
Name of Firm: Mark Latimer & Assoc., Inc.
TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____ Partnership
__x__ Corporation
_____ Limited Liability Company
_____ Other (please specify: ___________)
Signatures of Authorized Persons:
By: _____________________________
Print Name:_______________________
Title: ____________________________
By: _____________________________
Print Name:_______________________
Title: ____________________________
City of Santa Rosa Business Tax Cert. No.
___06500667__________________
CITY OF SANTA ROSA
a Municipal Corporation
By:________________________________
Print
Name:_____________________________
Title:_______________________________
APPROVED AS TO FORM:
____________________________
Office of the City Attorney
ATTEST:
____________________________
City Clerk
Attachments:
Attachment One - Insurance Requirements
Exhibit A - Proposal
Attachment One to Professional Services Agreement
Form approved by the City Attorney 4-14-14
ATTACHMENT ONE
INSURANCE REQUIREMENTS FOR
PROFESSIONAL SERVICES AGREEMENTS
A. Insurance Policies: Consultant shall, at all times during the terms of this Agreement, maintain and keep in full force and effect, the following policies of insurance with minimum coverage as indicated below and issued by insurers with AM Best ratings of no less than A-:VI or otherwise acceptable to the City.
Insurance
Minimum
Coverage Limits
Additional Coverage Requirements
1. Commercial
general liability
$ 1 million per
occurrence
Coverage must be at least as broad as ISO CG
00 01 and must include completed operations
coverage. If insurance applies separately to a
project/location, aggregate may be equal to per
occurrence amount. Coverage may be met
by a combination of primary and umbrella
or excess insurance but umbrella and
excess shall provide coverage at least as
broad as specified for underlying coverage.
Coverage shall not exclude subsidence.
$ 2 million
aggregate
2. Business auto
coverage
$ 1 million ISO Form Number CA 00 01 covering any auto
(Code 1), or if Consultant has no owned autos,
hired, (Code 8) and non-owned autos (Code 9),
with limit no less than $ 1 million per accident
for bodily injury and property damage.
3. Professional liability
(E&O)
$ 1 million per
claim
Consultant shall provide on a policy form
appropriate to profession. If on a claims made
basis, Insurance must show coverage date
prior to start of work and it must be maintained
for three years after completion of work.
$ 1 million
aggregate
4. Workers’
compensation and
employer’s liability
$ 1 million As required by the State of California, with Statutory Limits and Employer’s Liability
Insurance with limit of no less than $ 1 million
per accident for bodily injury or disease. The
Workers’ Compensation policy shall be
endorsed with a waiver of subrogation in favor
of the City for all work performed by the
Consultant, its employees, agents and
subcontractors.
B. Endorsements:
1. All policies shall provide or be endorsed to provide that coverage shall not be canceled, except after prior written notice has been provided to the City in accordance with the policy provisions.
Attachment One to Professional Services Agreement
Form approved by the City Attorney 4-14-14
2. Liability, umbrella and excess policies shall provide or be endorsed to provide the following:
a. For any claims related to this project, Consultant’s insurance coverage shall be primary and any insurance or self-insurance maintained by City shall be excess of the Consultant’s insurance and shall not contribute with it; and,
b. The City of Santa Rosa, its officers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy. General liability coverage can be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used.
C. Verification of Coverage and Certificates of Insurance: Consultant shall furnish City with original certificates and endorsements effecting coverage required above.
Certificates and endorsements shall make reference to policy numbers. All certificates and endorsements are to be received and approved by the City before work commences and must be in effect for the duration of the Agreement. The City reserves the right to require complete copies of all required policies and endorsements.
D. Other Insurance Provisions:
1. No policy required by this Agreement shall prohibit Consultant from waiving any right of recovery prior to loss. Consultant hereby waives such right with regard to the indemnitees.
2. All insurance coverage amounts provided by Consultant and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement limits the application of such insurance coverage. Defense costs must be paid in addition to coverage amounts.
3. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either Consultant or City.
Self-insured retentions above $10,000 must be approved by City. At City’s option, Consultant may be required to provide financial guarantees.
4. Sole Proprietors must provide a representation of their Workers’ Compensation Insurance exempt status.
5. City reserves the right to modify these insurance requirements while this Agreement is in effect, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
P R OP OS A L
Broadcast Streaming Upgrade 2025
Santa Rosa City Council Chambers
Presented By:
Coda Technology Group
Revision:
4/17/2025
0 w w w . c o d a - t e c h . c o m
1370 Redwood Way, Ste C
Petaluma, CA 94954
707-795-3522
www.coda-tech.com
Modified:
Exhibit A
Main System
Video System
$51,500.00
Tightrope CBL-VIO4-800
Four channel multi-format video server with configurable I/O. Raid Storage.
Includes Cablecast Automation with graphics, crawls, bugs, and bug text over video files.
2 $13,290.00
Tightrope CBL-VIOLITE-CG-SVR-800
Cablecast VIO server hardware with 8TB storage in
a 2RU chassis with whisper quiet fans, configured
for CG playout on up to two (2) channels. Suitable
for those that are not utilizing Cablecast Automation
or Video Servers, or those that want redundancy.
2 Video System Total $64,790.00
Professional Services and Installation Labor
$3,100.00
Tightrope CBL-CGPLAYER-LIC
Cablecast CG bulletin board software for installation
in Cablecast VIO video servers. All bulletin board
features and native integration with the Cablecast
schedule for display of "Airs Again On", "Coming up
Next" and Cablecast schedule bulletins, updated
dynamically throughout the day.
2 $12,160.00
Tightrope CBL-GOLD-CH-1YR
Annual support subscription per I/O (Input/Output).
Same day email, phone and remote login support.
Includes all new software releases. Also includes
premium features only available with Gold or Platinum
support. VIO4 = 4 I/O. VIO2, VIO Lite and VIO Stream
= 2 I/O.
32 Rev. 0
Broadcast Streaming Upgrade 2025
Project No : ESTIM-1102 4/17/2025
* Price Includes Accessories
$10,300.00
Tightrope CBL-VIO4-HA
Annual hardware warranty contract for the CBL-VIO4.
First 3 years are included with the purchase.
4 $2,660.00
Tightrope CBL-VIOLITE-CG-HA
Annual hardware warranty contract for the CBL-VIOLITE-CG-SVR.
First 3 years are included with the
purchase.
4 Professional Services and Installation Labor Total $28,220.00 $93,010.00 Main System Total
Rev. 0
Broadcast Streaming Upgrade 2025
Project No : ESTIM-1102 4/17/2025
* Price Includes Accessories
Optional VOD
Video System
$11,800.00
Tightrope CBL-SVR800-VOD-10
Cablecast VOD and Automation server in a 3 RU
chassis. Includes 2 10GB ethernet ports. Streams
H.264 HLS Adaptive bitrate VOD to mobile devices,
OTT and desktops. Redundant power, 10TB RAID5
Content and 256GB RAID1 OS drives. 3 year
hardware warranty and system commissioning
included.
1 Video System Total $11,800.00
Professional Services and Installation Labor
$2,360.00
Tightrope CBL-SVR-VOD-PRO-HA
Annual hardware warranty contract for the Cablecast
Pro VOD. First 3 years are included with the purchase.
2 Professional Services and Installation Labor Total $2,360.00 $14,160.00 Optional VOD Total
Rev. 0
Broadcast Streaming Upgrade 2025
Project No : ESTIM-1102 4/17/2025
* Price Includes Accessories
Live Streaming
Video System
$14,800.00
Tightrope CBL-LIVE-MULTI-800
Multi channel H.264 HLS adaptive bit-rate live
streaming server in a 2 RU whisper quiet chassis,
integrated into Cablecast's user interface and internet channels. Comes licensed with 2 live streams. Can
be upgraded to 4 streams using CBL-VIO-LIVE-UPG
per stream. Resolution scales to 1080P. Stre
2 Video System Total $14,800.00
Professional Services and Installation Labor
$2,664.00
Tightrope CBL-LIVE-MULTI-HA
Annual hardware assurance contract for the CBL-LIVE-MULTI.
First 3 years are included with the
purchase.
4 Professional Services and Installation Labor Total $2,664.00 $17,464.00 Live Streaming Total
Rev. 0
Broadcast Streaming Upgrade 2025
Project No : ESTIM-1102 4/17/2025
* Price Includes Accessories
Coda Labor
Professional Services and Installation Labor
$2,400.00
Coda Labor ENGINEERING/DRAFTING/PROGRAMMING 1
$5,655.00 Coda Labor INSTALLATION 1
Professional Services and Installation Labor Total $8,055.00 $8,055.00 Coda Labor Total
Miscellaneous Items:
$325.00 1 $325.00 Freight
$325.00 Miscellaneous Items Total:
Project Subtotal: $132,689.00
Rev. 0
Broadcast Streaming Upgrade 2025
Project No : ESTIM-1102 4/17/2025
* Price Includes Accessories
P R OJ E C T S U M M A R Y
$124,634.00 Equipment:
$8,055.00 Labor:
Sales Tax: $9,139.00
$325.00 Misc. Items:
Grand Total: $142,153.00
Rev. 0
Broadcast Streaming Upgrade 2025
Project No : ESTIM-1102 4/17/2025