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CC SR 20221101 J - Hesse Park Design ContractCITY COUNCIL MEETING DATE: 11/01/2022 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to award a professional services agreement to Integrated Media Systems for the design of audio/video systems at Hesse Park. RECOMMENDED COUNCIL ACTION: (1)Award a professional services agreement to Integrated Media Systems for the design phase of audio/video system upgrades and improvements at Hesse Park in an amount not to exceed $28,950; and, (2)Authorize the Mayor and City Clerk to execute the agreement in a form approved by the City Attorney. FISCAL IMPACT: The total cost of this phase of the project is not to exceed $28,950. The budget for this project was approved in Fiscal Year 2020-21 for $270,000 and will carry-forward until the project is complete. Amount Budgeted: N/A Additional Appropriation: N/A Account Number(s): N/A ORIGINATED BY: Lukasz Buchwald, IT Manager REVIEWED BY: Same as below APPROVED BY: Ara Mihranian, AICP, City Manager ATTACHED SUPPORTING DOCUMENTS: A.Professional Services Agreement with IMS (page A-1) B.August 2015, Staff Report C.Functionality Outline for AV Systems at Hesse Park (page C-1) D.Hesse Park Design RFP (page D-1) E.IMS Proposal (page E-1) F.RFP Response Evaluations (page F-1) G.September 9, 2021, staff report BACKGROUND: The Fred Hesse Jr. Community Park community center located at 29301 Hawthorne Boulevard has meeting rooms which host a variety of public meetings and are available to rent for events. 1 RANCHO PALOS VERDES McTaggart Hall is used for various official City meetings, including Planning Commission and City Council meetings. A complex array of different audio/video and networking equipment is used to control, record, and broadcast those meetings to local cable channels and the City website. Tonight, the City Council is being asked to consider awarding a professional services agreement to design updated audio/visual systems. DISCUSSION: Past and Current Challenges Until fall 2015, pursuant to the state franchise, Cox Communications was responsible for providing support for the production and transport of public, educational, and government (PEG) programming. This obligation to provide the personnel and equipment necessary to provide cablecast programming was removed when Cox went to a state franchise under the Digital Infrastructure and Video Competition Act (DIVCA). Production of City meetings was subsequently shifted to RPVtv Staff. Because the equipment from the Cox era was very outdated, on August 18, 2015, the City Council approved an agreement with Western Audio Visual to purchase, install and support new broadcast equipment. This project was completed in late 2015, and some minor upgrades, enhancements, and reconfigurations continued through 2016 at a cost of approximately $90,000. Following a series of outages and technical issues, in February 2018, a technical assessment was performed by Integrated Media Systems (IMS). The resulting document pointed out multiple opportunities to not only upgrade some of the existing equipment but identified several existing risks which should be addressed. To date, no significant improvements were made as a result of the assessment report. No major issues occurred until September 2019, when the audio and video feed on the local Cox channel became very noticeably desynchronized, with a 2 to 3-second delay. With the help of IMS, the issue was addressed, but it resurfaced in 2020 and remains a problem as of the writing of this report. Staff currently uses a workaround before each meeting, but a permanent solution is needed. In early 2020, when the COVID-19 pandemic caused the City to start conducting its meetings remotely or with only some in-person participants at Hesse Park (hybrid), the City’s information technology (IT) Division was tasked with interconnecting the existing City broadcast system to a Zoom online meeting platform. After several evolving iterations, extensive testing and improvements, meetings at Hesse Park are now able to accommodate connection to an online conference using two laptops (one for audio and one for video) connected directly to the broadcast system. This setup works relatively well for hybrid meetings with only limited staff present, but has several limitations which should be addressed in order to continue providing a hybrid meeting format. Moreover, the issues and risks identified in the 2018 assessment still exist and more potential areas of 2 improvement have been identified. Thus, to provide a reliable and sustainable performance, staff recommends more upgrades and changes to the equipment and configuration of the McTaggart Hall audio and video systems. Project Phasing Staff divided the project into three phases, which are described below: Phase 1 – Identify the desired and potential functionality of the Hesse Park facilities The goal for this phase was to identify the “needs,” “wants,” and “options” when it comes to the audio and video system at Hesse Park. Various departments, including the City Clerk, Recreation and Parks, and IT worked with the selected vendor to capture their wish list and identify any opportunities to modernize and streamline current or potential future processes where technology could be used. Phase 1 was completed in April 2022 (Attachment C) and the captured results were used for the Phase 2 Request for Proposals (RFP). Phase 2 – Design the audio/video systems at Hesse Park The RFP to design the audio/video systems at Hesse Park was issued on September 14, 2022 (Attachment D). In response, the IT Manager received two proposals. While both were excellent and met all the required criteria and content, the proposal from IMS (Attachment E) was rated higher overall by Staff (Attachment F), and as such, IMS was selected to enter contract negotiations. IMS has vast experience working with various municipal clients and has worked to assist the City with audio/video systems issues, upgrades, and modifications on several occasions. The professional services agreement (Attachment A), approved by the City Attorney, stipulates that IMS will design the audio/video systems at Hesse Park at a cost not to exceed $28,950. The design is expected to take approximately two months, at which point the City will issue a separate RFP to building and implement the system as part of Phase 3 of this project. Phase 3 – Build and implement the new audio/video systems at Hesse Park (based on the Phase 2 results). This RFP will be issued after the successful completion of Phase 2. 3 Project Budget On September 21, 2021, the City Council approved an allocation of $270,000 in American Rescue Plan Act (ARPA) funds for the “Hesse Park Technology Upgrades” (Attachment G page 10). Table 1 – Project Budget Summary CONCLUSION: Given the need for upgrades and changes, staff recommends the City Council award the attached professional services agreement to IMS to design the audio/video systems at Hesse Park. ALTERNATIVES: In addition to Staff recommendation, the following alternative actions are available for the City Council’s consideration: 1. Do not award the professional services agreement and direct Staff to re-solicit bids. 2. Direct staff not to proceed with the upgrades at this time. 3. Take other action, as deemed appropriate. 8006 - Hesse Park Technology Improvement Budget Actual Committed/ Encumbrance Available Balance Notes 270,000.00 270,000.00 Adopted in FY 20-21 Additional Appropriation - 270,000.00 PO Carry Forward - 270,000.00 Total Current Project Budget 270,000.00 8001 Professional/Tech Services 34,950.00 6,000.00 28,950.00 - Contract pending CC approval 11/1/22 8101 Equipment & Furniture 235,050.00 - - 235,050.00 Total Project Costs 270,000.00 6,000.00 28,950.00 235,050.00 Project Total 270,000.00$ 6,000.00$ 28,950.00$ 235,050.00$ Description Original Project Budget Project Costs: Project Budget: 4+-! +-+-+-,-,-+-,-,-.. .. +-,- 1 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and CASHEL CORPORATION dba INTEGRATED MEDIA SYSTEMS DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND CASHEL CORPORATION dba INTEGRATED MEDIA SYSTEMS THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein “Agreement”) is made and entered into on November 1, 2022, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and CASHEL CORPORATION dba INTEGRATED MEDIA SYSTEMS, a California corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.” RECITALS A. City has sought, by issuance of a Request for Proposals, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services”, as stated in the Proposal, attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-2 2 those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant’s Proposal. The Scope of Service shall include the Consultant’s Proposal which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such Proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation. b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-3 3 day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 eight) hours per day, and 40 (forthy) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ one and one half) times the basic rate of pay. h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-4 4 Consultant’s Authorized Initials ________ i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer in the form of a Change Order. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-5 5 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written Change Order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to 15% of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a written Change Order. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs and proposed schedule impacts. 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-6 6 ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $28,950 (Twenty Eight Thousand Nine Hundred Fifty Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-7 7 undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order, but not exceeding 90 (ninety) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding six DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-8 8 months from the date hereof, except as otherwise provided in the Schedule of Performance Exhibit “D”). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Brad Caldwell President/CEO Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-9 9 The Contract Officer shall be Lukasz Buchwald, IT Manager, or such person as he or the City Manager may designate. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-10 10 a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. 5.2 General Insurance Requirements. a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-11 11 c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-12 12 nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage. j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-13 13 To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith; b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-14 14 Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three 3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-15 15 qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. 6.4 Confidentiality and Release of Information. a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-16 16 In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-17 17 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon 30 (thirty) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement: a) City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. b) Consultant may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 7.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-18 18 reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant 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 express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-19 19 therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-20 20 Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of financial interest” shall be consistent with State law and shall not include interests found to be remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant’s Authorized Initials _______ 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-21 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: CASHEL CORPORATION dba INTEGRATED MEDIA SYSTEMS, a California corporation By: Name: Brad Caldwell Title: President/CEO Address: 200 McCormick Avenue Costa Mesa, CA 92626 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-22 A-1 EXHIBIT “A” SCOPE OF SERVICES I. Consultant will perform the following design consulting services for a state-of-the-art audio/visual and multimedia system for City Council and Commission meetings, and for miscellaneous activities that take place at Hesse Park Community Center, as follows: A. Overall goals of the project Evaluation of City’s existing AV system and facility Development of new system functional specifications including: o Design of upgraded system infrastructure o Complete system narrative o Documentation of required system equipment Implementation proposal including costing for implementation of the upgraded system B. Evaluation of Use and Plan Development Analysis of Current and Desired Communication Capabilities – Consultant will conduct a thorough review of the desired uses of communication technology in the Council Chamber and Control Room. Areas of interest surround current and long-term needs, new initiatives, potential cost saving measures and return on investment. Evaluation of Internal City Methods of Use of Communication Technology – Consultant will conduct research with the City and select groups to evaluate current system use methods, internal and external communication requirements, experience with current systems, and frequency of use and desired capabilities. Evaluation of Existing Facilities – Consultant will evaluate existing facilities’ equipment, performance characteristics, control system, ease of use, similarity to other internal facilities, reliability, serviceability, and quality of installation. Identify any existing Communications System Standards for incorporation in the new solution – Consultant will develop designs that will incorporate any existing City Communication Systems Standards. Identification of Communications Systems Migration Plan – Consultant will collaborate with City to develop an agreed upon plan to migrate the existing system from the current state to the construction and implementation of the new system. C. Detailed Room Evaluation and Design System and Facility Review and Analysis – Consultant will conduct a thorough review and evaluation of the existing audio, video, audio conferencing, videoconferencing, DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-23 A-2 broadcasting, and control systems, supporting facility infrastructure and environmental conditions of the room. Available system and facility documentation will be reviewed for compliance with the existing system and facility conditions. Requirements Review and Analysis – Consultant will conduct in-depth, interviews with designated City personnel to review system requirements, inadequacies or failures and to establish desired audio, video, audiovisual, presentation, broadcast and communication systems capabilities. City personnel will be provided with overall information relative to current and projected systems applicable to the City’s requirements and standard system applications. Typically, various options are presented for consideration. The results of the analysis are documented for the City's approval. Included will be short and long-term needs assessment and other system integration requirements necessary to optimize the room’s capabilities. Facility Layout - A facility layout will be prepared after consultation with the City regarding the resultant findings of the requirements analysis. Included will be proposed optical paths and sight lines, specialized lighting requirements, display and equipment locations, etc., necessary to optimize the audio, video, and audiovisual functions of the room. Engineering Support - Electrical – Consultant will provide electrical requirements unique to the audio, video, audiovisual, and audio conferencing systems to the City. Included will be all conduit, junction boxes, AC outlets (with individual current requirements), speaker enclosures, remote control interface devices, etc., required to be provided and/or installed by the general or electrical contractor in support of the audio, video and audiovisual systems. IT – Consultant will provide computer, telephone, ISDN, LAN, WAN, etc., specification, interface requirements, and drop locations, as they apply, or interface, to the audiovisual systems. Lighting – Consultant will evaluate the existing lighting systems and advise the City regarding lighting as it affects audiovisual and broadcast systems. Lighting fixture types, lighting zoning, and room lighting characteristics will be analyzed. Complete specification of lighting fixture types, characteristics, quantities, locations, and equipment required for remote control system interface for preset lighting system integration will be provided, as applicable. Structural - Dimensional and weight specifications for audiovisual equipment will be provided to the City for use in the structural analysis and facility design, as applicable. Functional Specification – Proposed system functionality will be documented for compliance evaluation with identified current and projected requirements. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-24 A-3 City Briefings – AV Consultant will provide briefings to the City, as required, to keep them informed of the program status. Included will be such items as important design considerations, City requirements and concerns, existing system documentation, proposed solutions, scheduling issues, and identified deficiencies. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: The final deliverables will be a complete functional specification (System Narrative), documentation of systems equipment, systems one-line drawings, infrastructure modification drawings and quality control specifications. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: Bi-weekly status report either via email or a virtual meeting. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: Bradley L. Caldwell, CTS President and CEO Project Manager and Lead Designer for this Project Mike Hedrick Senior Systems Engineer Engineering Team Lead for this Project DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-25 B-1 EXHIBIT “B” SPECIAL REQUIREMENTS Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-26 C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: Services are priced on a “time, materials, and expenses.” Audiovisual designer, principal $ 250.00 per hour Audiovisual engineer and drafting $ 185.00 per hour Audiovisual technician $ 125.00 per hour Expenses Actual Travel – portal to portal at above rates II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. NOT APPLICABLE. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9. NOT APPLICABLE IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT APPLICABLE. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-27 D-1 EXHIBIT “D” SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule: The above schedule is subject to change based on Consultant’s evaluation of the existing AV system and infrastructure. Changes to the schedule must be approved in writing by the City’s Contract Officer. II. Consultant shall deliver the following tangible work products to the City by the following dates. A complete functional specification (System Narrative), documentation of systems equipment, systems one-line drawings, infrastructure modification drawings and quality control specifications to be delivered by January 24, 2023. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. DocuSign Envelope ID: D24DC476-A0F1-4D58-A1DF-CBFCDB89A935 A-28 Certificate Of Completion Envelope Id: D24DC476A0F14D58A1DFCBFCDB89A935 Status: Completed Subject: Complete with DocuSign: Attachment A - RPV - IMS Hesse Park Design Contract.DOC Source Envelope: Document Pages: 28 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 2 Lukasz Buchwald AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 lbuchwald@rpvca.gov IP Address: 72. 34.97.146 Record Tracking Status: Original 10/25/2022 12:59:22 PM Holder: Lukasz Buchwald lbuchwald@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Brad Caldwell bcaldwell@imsav.com Security Level: Email, Account Authentication None) Signature Adoption: Pre-selected Style Using IP Address: 193.253.249.7 Sent: 10/25/2022 1:07:01 PM Viewed: 10/25/2022 1:32:07 PM Signed: 10/25/2022 1:32:30 PM Electronic Record and Signature Disclosure: Accepted: 10/25/2022 1:32:07 PM ID: 3314d6b4-c994-4f5b-9356-6bd365a5b8fc In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk cityclerk@rpvca.gov Security Level: Email, Account Authentication None) Sent: 10/25/2022 1:07:02 PM Viewed: 10/25/2022 1:33:46 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/25/2022 1:07:02 PM Certified Delivered Security Checked 10/25/2022 1:32:07 PM Signing Complete Security Checked 10/25/2022 1:32:30 PM Completed Security Checked 10/25/2022 1:32:30 PM Payment Events Status Timestamps A-29 Electronic Record and Signature Disclosure A-30 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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A-33 _______________________________ Corporate Office 200 McCormick Ave. Costa Mesa, CA 92626 TEL (714) 579-4100 TEL (800) 467-6191 FAX (714) 876-9355 www.imsav.com Functionality Outline For the Hesse Park McTaggart Hall Audiovisual and Broadcast Systems Upgrade By Brad Caldwell Ver. 1.1 January 19, 2022 C-1 City of Rancho Palos Verdes - Council Chamber/Multi-Purpose Room AV and Broadcast Systems Upgrade January 19, 2022 Page 2 of 7 INTRODUCTION The information provided below describes the existing facility and application AV technology and new functionality intended to be the outcome of modifications and upgrades of the audiovisual and interfacing systems at the Hesse Park McTaggart Hall. This information is submitted by Integrated Media Systems (AV Consultant) to the City of Rancho Palos Verdes (City). The functionality described herein is to document the intent and direction expressed by the City in collaboration and review meetings and as the result of systems and facilities and operational evaluation performed as a part of a consulting requested by the City to address audiovisual and broadcast systems upgrade requirements. EXISTING FACILITY AND AV SYSTEMS DESCRIPTION The Hesse Park McTaggart Hall Muti-Purpose Room facility and the existing audiovisual systems are regularly used to support City Council meetings, other City public meetings and other citizen meetings through rental or authorized use from the City. Portable tables, chairs and a lectern are deployed and set-up in various configurations to support the meetings or activities in the room as required. A broadcast control room and separate storage room are connected directly to and accessed from the Multi-Purpose room. The Multi-Purpose Room audio and video system utilizes permanently installed components and additional devices that are portable and multi-functional that must be setup and connected through a series of audio snakes, video cables, switches and distribution amplifiers for each use for Council and Committee meetings. An operator controls the broadcast output by controlling and selecting camera shots, audio levels, meeting recording and transmission to a streaming encoder and broadcast encoder for signal transmission to the City's website and broadcast headend and distribution point located adjacent to City Hall. PC presentation source content video and audio is input into the system at the Staff tables through temporary HDMI cables connected to an on-table switch which is cabled back to the control room where the signal is distributed and extended to the in-room displays and the broadcast system. Selection of the desired presentation source is manually selected by a Staff member at the on-table switch. Meeting video presentation content is supported to Council, Committee and Staff in the room using table top video displays and a ceiling mounted video projector and manual pull-down screen which faces the front of the room toward the Council and Staff positions with the screen located approximately over the lectern location. Audience video presentation content is supported by a second ceiling mounted video projector and manual pull down screen which faces the rear of the room toward the audience area with the screen located back-to-back to the Council projection screen and also approximately over the lectern location. Broadcast audio and room reinforcement for Council and Committee meetings is supported by thirteen wired table top gooseneck microphones with local mute switches and a lectern gooseneck microphone connected to audio snakes and wall connections and four wireless microphones. Audio output in the room is provided by fourteen in-ceiling speakers and an inductive loop assisted listening system. In room control of presentation source selection is made manually at the portably installed switch during Council and Committee meetings. Minimal in room audio control is available via a wall mounted control point for control of the DSP only. C-2 City of Rancho Palos Verdes - Council Chamber/Multi-Purpose Room AV and Broadcast Systems Upgrade January 19, 2022 Page 3 of 7 The Multi-Purpose Room includes in-ceiling lighting and truss-mounted broadcast lighting instruments with lighting control. AV support for public use of the room includes a portable video projection unit displayed on a large, electrically operated front projection screen mounted on the front wall of the room and a wireless handheld microphone with audio supported though the installed ceiling speakers. Additional audio and video support of public meetings and events is provided by portable equipment that is brought into the room as required. AV SYSTEMS UPGRADE FUNCTIONAL SPECIFICATION OUTLINE The following information is provided as an outline of the intended functionality and modification to be made to the audiovisual and supporting systems. General • The Multi-Purpose Room of the Hesse Park Community Center is to continue to act as the primary Council Chamber and Broadcast system until such time as a new City facility is constructed. • The Multi-Purpose Room is reconfigurable and is to allow the City to conduct Council and Committee meetings and to support other City, public and rental meetings and presentations. • Consideration is to be given the design of the upgraded systems to allow potential transfer and continued use of the equipment provided as a part of this work in a new facility under consideration by the City to be built in the future. • Video and audio systems will be upgraded to utilize current, reliable and supportable technology to allow the City to conduct Council and Committee meetings and to support City, public and rental applications in the space. • An integrated control system will be used to allow easy and intuitive user control of the system by the Clerk and Broadcast operator during Council and Committee meetings, and by Staff or the public for City meetings, public or rental applications. Functionality of the control system is to include, but is not limited to, system power control, selection and control of source devices to be displayed on the displays, presentation source selection, microphone muting and level control, ceiling speaker volume level control and broadcast signal confidence monitoring. • 10G AV core and edge switches, creating a dedicated AV network, are to be provided to support full signal routing and system control, interface between the Council Chamber systems and the City broadcast headend, encoding and decoding of audio and video signals, selection and control of source devices and routing, presentation switching and audio control. • An IP-based camera is to be provided and installed in the Multi-Purpose room and is to connected to the City network to enable City Staff observation of the room. • Custom portable tables, one (1) for the Mayor position, two (2) for the Council positions, six (6) for the Staff positions and one (1) spare accommodating two (2) people, all with integrated 120v power, USB device charging, AV and City network connectivity, AV device connectivity, signal and power interconnect points and device storage are to be provided. • Related AV and broadcast control systems will be added. • Multi-Purpose room AV and furniture systems supporting Council and Committee meetings must be easily and efficiently stored, deployed, connected, configured and broken-down. • The existing four (4) high-definition pan/tilt video camera units are to remain, are to be reused and integrated in to the new systems. C-3 City of Rancho Palos Verdes - Council Chamber/Multi-Purpose Room AV and Broadcast Systems Upgrade January 19, 2022 Page 4 of 7 • The existing ceiling speakers supporting voice reinforcement and presentations in the space are to remain and are to be reused. • The existing room downlights and broadcast lighting systems are to be reused. Broadcast lighting fixture locations and coverage are to be evaluated and fixtures are to be adjusted or relocated to avoid direct lighting and reflection on audience and participant displays. The new AV control system is to be interfaced to allow control of the broadcast lighting system for preset lighting selections via the AV touch panels. Lamps in all fixtures are to be verified by the City as 3500- degree kelvin color temperature to support appropriate illumination for broadcast application. Any lamps found to be outside of the appropriate color temperature are to be replaced. • The AV and broadcast systems must be highly reliable. • The AV and broadcast systems must be easily serviceable. • The new systems are to be remotely monitored and maintained to the device level 24/7 through an integrated AV monitoring system. • The AV and broadcast systems must be fully documented with all as-built systems documentation, uncompiled, modifiable control system, touch panel, DSP and other specific device code archived and provided to the City at the completion of the project. City Council and Committee Meeting Configuration • The provided portable tables are to be deployed in the front of the room for Council Member and Staff seating during Council and Committee meetings when conducted in the space. Five (5) Council seating positions are to support the Chairman and four (4) Council Members. Additional Staff seating positions include the Clerk, Deputy Clerk, City Manager, City Attorney, Finance Director, Recreation and Parks Director, Sherriff, Community Development Director, Public Works Director, two (2) Staff Presentation positions and one open Staff position. • The portable tables will be configured and required devices connected to support the meeting type. • An electronic agenda management, electronic voting, request-to-speak and speaker timing application is to be implemented by the City using an on-premise or cloud-based application. • The City Clerk, or a designee, will be responsible for operating and controlling the agenda management, voting, request-to-speak and speaker timing application and PC presentations from the Clerk’s location within the Chamber during Council Meetings. • Each Member position is to have a 21” to 24” touch screen display interfaced to the agenda management and voting application and to display and controls to allow individual Council Member selection of the Member’s dedicated PC showing agenda, motion, voting, request-to- speak and speaker timing or presentation content and enabling voting, motioning or request-to- speak from the display. • Each of the seating positions are to have a gooseneck microphone with LED indicator, microphone mute switch, a touch-sensitive display. • The City Clerk or designee position is to have a dedicated PC, display, keyboard and mouse for use to control the agenda management, voting, request-to-speak and speaker timing application; second dedicated presentation PC, display, keyboard and mouse for presentation control and input to the AV system and an AV system touch control panel for in-room system control. • The City Clerk, or a designee, will be responsible for operating and controlling selection of the current agenda, voting result or presentation content for display on the in-room audience, Member and Staff displays, selecting content to be provided to the broadcast system and controlling the in-room audio levels from the Clerk’s touch panel within the Chamber during Council or Committee Meetings. C-4 City of Rancho Palos Verdes - Council Chamber/Multi-Purpose Room AV and Broadcast Systems Upgrade January 19, 2022 Page 5 of 7 • Each Staff position, excluding the Clerk position, is to have a 21” to 24” display interfaced to the AV system to allow viewing of agenda, voting, speaker timing or presentation current content. • Presentation preview capability is to be available at in-room City Clerk or designee position. • Presentation sources to be available for display during Council or Committee meetings are to be the Clerk presentation PC, two (2) Staff HDMI laptop presentation inputs, a HDMI laptop input plate at the front of the room, a laptop input at the lectern, wireless connectivity for two (2) laptop PCs, an Engineering PC and auxiliary laptop input in the control room, an agenda management display PC and cable set top box feeds from the control room. • Council and Committee Member in-person, virtual and hybrid meetings are to be fully supported. • Public in-person and remote meeting participation are to be supported. • A direct-view LED display is to be provided and permanently wall mounted in the front of the room behind the City Council to support audience viewing of current agenda, voting result and presentation content. • Each of the Member and Staff positions are to have a gooseneck microphone with LED mute status indicator, in-table microphone mount and microphone mute switch. • Two (2) encrypted wireless microphone receivers, each with both a handheld wireless microphone and body pack wireless transmitter with lavalier microphone, rechargeable batteries and docking charging station, are to be provided for additional voice reinforcement support in the room. • A custom ADA compliant lectern with a built-in touch control panel, gooseneck microphone and HDMI laptop input is to be provided and is to be located at the existing lectern location for Council and Committee meetings or at a location in the front of the room for other Staff or public presentations. The new lectern is to have casters to allow the unit to be used in multiple locations. Broadcast System • The Hesse Park broadcast system is to interface with and provide high-definition video and audio content to the City broadcast headend facility for transmission to City cable TV providers. • The broadcast system network encoder and decoder system from the Hesse system to the City broadcast headend is to be upgraded to high-definition capability between the sites. • Selection of sources for broadcast are to be through a broadcast-quality video production switcher with eight (8) available inputs that is to be paired with a touch screen multi-view display that allows all presets and camera positions to be displayed and activated by touching the icon of the preset. • Provide operator monitoring for source preview and program with a production multi-viewer configured to provide continuous monitoring of all cameras, Multi-Purpose Room current presentation source, presentation switcher and broadcast program. • Provide operator monitoring for the engineering PC, soft-codec videoconference PC, streaming encoder, application and internet viewing, continuous confidence monitoring of all available incoming cable feeds and the broadcast system signal output. • The City headend video receive signal from the Hesse facility is to be scaled appropriately for interface to the existing cable television ingest equipment at the headend. • The upgraded broadcast system operation to support Council and Committee meetings is to be designed and constructed to allow complete and efficient operation by one operator. • The broadcast system is to utilize a dedicated control room touch panel to enable flexible broadcast and meeting video signal and audio routing control, preset default meeting set-up by meeting type with complete duplicate Clerk touch panel Council and Committee meeting control. C-5 City of Rancho Palos Verdes - Council Chamber/Multi-Purpose Room AV and Broadcast Systems Upgrade January 19, 2022 Page 6 of 7 • Program content is to be distributed to multiple outputs sufficient to provide program video and audio to all video recording devices, a press plate, cable broadcast modulators, encoders and digital recorders. • Video and mixed voice reinforcement and media audio is to be embedded in the video with the video distribution signal. • Management and delivery of searchable meeting content through the City’s website is to be provided by a City contracted service. • Council and Committee Member in-person, virtual and hybrid meetings are to be fully supported by the new system. • Council and Committee virtual and hybrid meetings are to be supported utilizing a dedicated City provided PC acting as a soft-codec videoconference unit to be mounted in the control room. The PC is to utilize and be interfaced to the AV and broadcast system cameras, audio system and presentation output through a dedicated USB 3.0 audio and video bridging interface. The broadcast operator will control the virtual and hybrid meetings. • The broadcast system is to be capable of streaming live or recorded high-definition meeting or other content to multiple internet locations simultaneously. • The broadcast system is to be capable of digitally recording the live meetings and City selected clips and providing a 24/7 playback of scheduled content to the cable and streaming outputs. • The broadcast system is to be capable of digitally recording high-definition content to hard media for archival of meetings. • A press plate with program audio and video distribution is to be provided and installed. • Automated closed captioning is to be provided for the program content output to all cable and streaming broadcasts. • Provide control room monitor speakers for monitoring of available audio signals. Monitor speaker source selection and volume control is to be available from the operator touch panel. • The broadcast systems are to be capable of connectivity to remote City sites to support Hesse facility meeting participation from the remote sites via high-definition video and audio videoconferencing and transmission and receipt of encoded content over the City network. • Network enabled and controllable UPS units, with the capability to be remotely monitored, are to be provided and installed to accommodate all operator console and rack mounted equipment of the system. • Provide a custom broadcast style operator console system that will incorporate racks, desk space, and other accessories as required to provide a workspace which is ergonomically designed for long session operator use, that is aesthetically pleasing and operator-friendly and all equipment racks and installation materials required to support the systems. Public/Rental Room Use • The direct-view LED display may be made available for public or rental use. • The lectern may be made available for public or rental use to support meetings and events. • Lectern connectivity at a second location in the front of the room is to be provided to support public or rental use. • An audio input wall plate is to be provided and installed in the Muti-Purpose room to allow input of auxiliary audio devices in to the room audio system for audio playback. Selection of the auxiliary input and volume control is to be available from the control system at the Clerk, operator and in-room wall mounted control positions. • A secure wall-mounted AV system control position is to be provided and programmed to support limited utilization of the room AV system for public use when enabled by City Staff, but without City personnel operator requirement. C-6 City of Rancho Palos Verdes - Council Chamber/Multi-Purpose Room AV and Broadcast Systems Upgrade January 19, 2022 Page 7 of 7 Lobby • A wall mounted LED display, with supporting AV signal distribution and control, is to be provided and installed in the building lobby area to display the live broadcast program output of the broadcast system during Council or Committee meetings. • A digital signage application and appliance is to be installed to provide facility scheduling, community event information and video clip content to the lobby display when a meeting is not being held. • Selection of the live meeting or signage to be displayed on the lobby display is to be controlled from the AV control system at the Clerk and operator locations. Fireside Room • An existing 75” LED display and cable receiver are to be reused to support the ability to display the live broadcast program output of the broadcast system during Council or Committee meetings or programming from the cable receiver. Supporting AV signal distribution and control is to be provided and installed to the existing display to display the live broadcast program output of the broadcast system during Council or Committee meetings. SUBMITTED BY: Integrated Media Systems Name: Brad Caldwell Title: President Date: January 19, 2022 C-7 01203.0001/298339.3 1 City of Rancho Palos Verdes Request for Proposals HESSE PARK AUDIO/VIDEO DESIGN Administration Department Attention: Lukasz Buchwald, IT Manager 30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275 Phone: 310-544-5311 | Email: lbuchwald@rpvca.gov RFP Release Date: September 14, 2022 Request for Clarification Deadline: September 23, 2022 RFP Submittal Deadline: October 7, 2022 D-1Pl 01203.0001/298339.3 2 Click or tap here to enter text. TABLE OF CONTENTS I. Introduction Page 3 II. Project Objective Page 4 III. Project Description and Background Page 4 IV. Scope of Services Page 5 V. Deliverables Page 12 VI. Preliminary Project Schedule Page 12 VII. Necessary Qualifications and Submittal Requirements Page 12 VIII. Submission of Proposal Page 14 IX. Evaluation and Selection Process Page 14 X. Attachments Attachment [A] – Sample Professional Services Agreement Page 17 D-2 01203.0001/298339.3 3 I. INTRODUCTION The City of Rancho Palos Verdes (City) is a scenic, upscale, residential coastal community with a population of approximately 42,000, located on the Palos Verdes Peninsula of southwestern Los Angeles County. The City is a contract city, meaning that some services are provided by contract with agencies (both public and private), and some services are delivered by the City’s own employees. Rancho Palos Verdes is a General Law City and has operated under the Council- Manager form of government since its incorporation in 1973. Policy-making and legislative authority are vested in the governing City Council, which consists of five Council Members, including the Mayor and Mayor Pro-Tem. The City is fiscally sound and functions on an annual budget cycle. The City is requesting proposals from qualified consulting firms to design a state- of-the-art Audio/Video (AV) system that will meet performance and functionality objectives for City Council and Commission meetings, and for miscellaneous activities that take place at the Hesse Park location. The City Council meets on the 1st and 3rd Tuesdays of each month beginning at 6:00 p.m. Meetings are held in McTaggart Hall at Hesse Park located at 29301 Hawthorne Blvd, Rancho Palos Verdes, CA 90275. The existing AV system has been in use for many years and has reached the end of its useful life. The City also occasionally holds other types of meetings at McTaggart Hall including Planning Commission meetings, trainings, and presentations. Therefore, the equipment must handle a multi-use and multi-purpose environment. All correspondence and questions regarding this RFP should be submitted via email to: Lukasz Buchwald, IT Manager Email: lbuchwald@rpvca.gov To be considered for this project, submit an electronic copy of the proposal to the above email address on October 7, 2022 by 4:30 p.m.. The purpose of this document is to provide proposers with the information needed to submit a proposal for review by the City and, if selected, enter into a Professional Service Agreement (template attached) with the City. Mandatory In-Person Vendor Visit to Hesse Park – September 20, 2022, at 4:00 p.m. PST. Failure to attend the walkthrough will be grounds for disqualification. Interested vendors must register for the Mandatory In-Person Vendor Visit to Hesse Park if they wish to participate in this procurement. This will be an in-person walk through the Hesse Park facilities and an opportunity to ask questions, take pictures, and capture all D-3 01203.0001/298339.3 4 other information needed to submit a complete design proposal. Vendors must register for this visit by sending an email request to lbuchwald@rpvca.gov. The purpose of this pre-proposal meeting will be to clarify the contents of this RFP to prevent any misunderstanding of the City's position. Any doubt as to the requirements of this RFP or any apparent omission or discrepancy should be presented to the City during this meeting. The City will then determine if it is appropriate to issue a written addendum to the RFP. Oral statements or instructions shall not constitute an amendment to this RFP. Vendors should estimate the duration of the pre-proposal meeting at two hours. During this meeting, the vendors can observe the existing AV set-up at McTaggart Hall for the City Council meeting which will take place at 6:00 p.m. following the walkthrough. The prospective vendors are welcome to stay throughout the meeting if it might help with clarifying how the room and the AV systems are being utilized during the meetings. The City reserves the right to schedule additional virtual or on-site meetings as needed. II. PROJECT OBJECTIVE The City is requesting proposals from qualified consulting firms to design a state-of-the- art AV and multimedia system that will meet performance and functionality objectives for City Council and Commission meetings, and for miscellaneous activities that take place at the Hesse Park location. III. PROJECT DESCRIPTION AND BACKGROUND The Hesse Park McTaggart Hall Muti-Purpose Room facility and the existing AV systems are regularly used to support City Council meetings, other City public meetings, and citizen meetings through rental or authorized use from the City. Portable tables, chairs, and a lectern are deployed and set up in various configurations to support the meetings or activities in the room as required. A broadcast control room and separate storage room are connected directly to and accessed from the multi-purpose room. The Multi-Purpose Room AV system utilize permanently installed components and additional devices that are portable and multi-functional that are set up and connected through a series of audio snakes, video cables, switches, and distribution amplifiers for each use for City Council meetings, as well as Planning Commission and Committee (collectively, Commission) meetings. An operator controls the broadcast output by controlling and selecting camera shots, audio levels, meeting recordings, and transmission to a streaming encoder and broadcast encoder for signal transmission to the City's website and broadcast headend and distribution point located adjacent to City Hall. PC presentation source content video and audio are input into the system at the Staff tables through temporary HDMI cables connected to an on-table switch, which is cabled back to the control room where the signal is distributed and extended to the in-room D-4 01203.0001/298339.3 5 displays and the broadcast system. Selection of the desired presentation source is manually selected by a Staff member at the on-table switch. Meeting video presentation content is supported to Council, Commission, and Staff in the room using tabletop video displays and a ceiling-mounted video projector and manual pull-down screen, which faces the front of the room toward the Council and Staff positions with the screen located approximately over the lectern location. Audience video presentation content is supported by a second ceiling-mounted video projector and manual pull-down screen, which faces the rear of the room toward the audience area, with the screen located back-to-back to the Council projection screen and also approximately over the lectern location. Broadcast audio and room reinforcement for Council and Commission meetings is supported by 13 wired tabletop gooseneck microphones with local mute switches and a lectern gooseneck microphone connected to audio snakes and wall connections and four wireless microphones. Audio output in the room is provided by fourteen in-ceiling speakers and an inductive loop-assisted listening system. In-room control of presentation source selection is made manually at the portably installed switch during Council and Commission meetings. Minimal in-room audio control is available via a wall-mounted control point for control of the DSP only. The Multi-Purpose Room includes in-ceiling lighting and truss-mounted broadcast lighting instruments with lighting control. AV support for public use of the room includes a portable video projection unit displayed on a large, electrically operated front projection screen mounted on the front wall of the room, and a wireless handheld microphone with audio supported through the installed ceiling speakers. Additional audio and video support for public meetings and events are provided by portable equipment that is brought into the room as required. IV. SCOPE OF THE PROJECT The selected consultant will deliver the design services for systems described in this RFP and required for this project. This resulting contract is for system design and all the necessary documentation, drawings, and specifications to carry out the implementation of the designed system at a later date. The following section provides desired functionality, specifications, and configuration divided into four sub-sections: a) General b) City Council and Commission Meeting Configuration c) Broadcast System D-5 01203.0001/298339.3 6 d) Public/Rental Room Use e) Lobby f) Fireside Room The proposers are welcome to include any other enhancements or features not listed in Section IV if they believe that the alternative or additional solution listed will be a benefit to the City. Such additions or changes shall be clearly marked along with the replaced requirements, if appropriate. General • The Multi-Purpose Room of the Hesse Park Community Center is to continue to act as the primary Council Chamber and Broadcast system until such time as a new City facility is constructed. • The Multi-Purpose Room is reconfigurable and is to allow the City to conduct Council and Commission meetings and to support other City, public, and rental meetings and presentations. • Consideration is to be given to the design of the upgraded systems to allow potential transfer and continued use of the equipment provided as a part of this work in a new facility under consideration by the City to be built in the future. • Video and audio systems will be upgraded to utilize current, reliable, and supportable technology to allow the City to conduct Council and Commission meetings and to support City, public and rental applications in the space. • An integrated control system will be used to allow easy and intuitive user control of the system by the City Clerk and Broadcast operator during Council and Commission meetings, and by Staff or the public for City meetings, public, or rental applications. The functionality of the control system should include, but not be limited to, system power control, selection and control of source devices to be displayed on the monitors, presentation source selection, microphone muting and level control, ceiling speaker volume level control, and broadcast signal confidence monitoring. • 10G AV core and edge switches, creating a dedicated AV network, are to be provided to support full signal routing and system control, interface between the Council Chambers systems and the City broadcast headend, encoding and decoding of audio and video signals, selection and control of source devices and routing, presentation switching, and audio control. • Provide and install an IP-based camera in the multi-purpose room that connects to the City network to enable City Staff to observe the room. • Provide custom portable tables, one (1) for the mayor position, two (2) for the Council positions, six (6) for the Staff positions, and one (1) spare accommodating two (2) people, all with integrated 120v power, USB device charging, AV and City network connectivity, AV device connectivity, signal, and power interconnect points, and device storage. • Related AV and broadcast control systems should be included in the design. D-6 01203.0001/298339.3 7 • Multi-Purpose room AV and furniture systems supporting Council and Commission meetings must be easily and efficiently stored, deployed, connected, configured, and broken down. • The existing four (4) high-definition pan/tilt video camera units are to remain, are to be reused, and integrated into the new systems. • The existing ceiling speakers supporting voice reinforcement and presentations in the space are to remain and are to be reused. • The existing room downlights and broadcast lighting systems are to be reused. Broadcast lighting fixture locations and coverage are to be evaluated, and fixtures are to be adjusted or relocated to avoid direct lighting and reflection on audience and participant displays. The new AV control system is to be interfaced to allow control of the broadcast lighting system for preset lighting selections via the AV touch panels. Lamps in all fixtures are to be verified by the City as 3500-degree Kelvin color temperature to support appropriate illumination for broadcast application. Any lamps found to be outside of the appropriate color temperature are to be replaced. • The AV and broadcast systems must be highly reliable. • The AV and broadcast systems must be easily serviceable. • The new systems are to be remotely monitored and maintained to the device level 24/7 through an integrated AV monitoring system. • The AV and broadcast systems must be fully documented with all as-built systems documentation, uncompiled, modifiable control system, touch panel, DSP, and other specific device code archived and provided to the City at the completion of the project. D-7 01203.0001/298339.3 8 City Council and Commission Meeting Configuration • The provided portable tables are to be deployed in the front of the room for Council Member and Staff seating during Council and Commission meetings when conducted in the space. Five (5) Council seating positions are to support the Mayor/Chair and four (4) Council Members/six (6) Commissioners. Additional Staff seating positions include the Clerk, Deputy City Manager, City Manager, City Attorney, Finance Director, Recreation and Parks Director, Sherriff, Community Development Director, Public Works Director, two (2) Staff presentation positions, and one open Staff position. • The portable tables will be configured, and the required devices connected to support the meeting type. • An electronic agenda management, electronic voting, request-to-speak, and speaker timing application is to be implemented by the City using an on-premises or cloud-based application. • Each Member position is to have a 21” to 24” touch screen display interfaced to the agenda management and voting application and to display the controls to allow individual Councilmember/Commissioner selection of their dedicated PC showing agenda, motion, voting, request-to-speak, and speaker timing or presentation content and enabling voting, motioning or request-to-speak from the display. • Each of the seating positions is to have a gooseneck microphone with an LED indicator, mute microphone switch, and a touch-sensitive display. • The City Clerk, or a designee, will be responsible for operating and controlling the agenda management, voting, request-to-speak, speaker timing application, and PC presentations from the Clerk’s location within the Chamber during meetings. • The City Clerk or designee position is to have a dedicated PC, display, keyboard, and mouse for use to control the agenda management, voting, request-to-speak, and speaker timing application; a second dedicated presentation PC, display, keyboard, and mouse for presentation control and input to the AV system and an AV system touch control panel for in-room system control. • The City Clerk, or a designee, will be responsible for operating and controlling the selection of the current agenda, voting result or presentation content for display on the in-room audience, Member and Staff displays, selecting content to be provided to the broadcast system, and controlling the in-room audio levels from the Clerk’s touch panel within the Chamber during Council or Commission meetings. • Each Staff position, excluding the Clerk position, is to have a 21” to 24” display interfaced to the AV system to allow viewing of agenda, voting, speaker timing, or presentation of current content. • Presentation preview capability is to be available at in-room City Clerk or designee position. • Presentation sources to be available for display during Council or Commission meetings are to be the Clerk presentation PC, two (2) Staff HDMI laptop presentation inputs, an HDMI laptop input plate at the front of the room, a laptop input at the lectern, wireless connectivity for two (2) laptop PCs, an Engineering D-8 01203.0001/298339.3 9 PC and auxiliary laptop input in the control room, an agenda management display PC and cable set-top box feeds from the control room. • Council and Commission Member in-person, virtual, and hybrid meetings are to be fully supported. • iIn-person and remote meeting participation by the public must be supported. • A direct-view LED display is to be provided and permanently wall mounted in the front of the room behind the City Council to support audience viewing of the current agenda, voting result, and presentation content. • Each of the Member and Staff positions is to have a gooseneck microphone with an LED mute status indicator, in-table microphone mount, and microphone mute switch. • Two (2) encrypted wireless microphone receivers, each with both a handheld wireless microphone and a bodypack wireless transmitter with a lavalier microphone, rechargeable batteries, and docking charging station, are to be provided for additional voice reinforcement support in the room. • A custom ADA-compliant lectern with a built-in touch control panel, gooseneck microphone, and HDMI laptop input is to be provided and is to be located at the existing lectern location for Council and Commission meetings or a location in the front of the room for other Staff or public presentations. The new lectern is to have casters to allow the unit to be used in multiple locations. Broadcast System • The Hesse Park broadcast system is to interface with and provide high-definition video and audio content to the City broadcast headend facility for transmission to City cable TV providers. • The broadcast system network encoder and decoder system from the Hesse system to the City broadcast headend is to be upgraded to high-definition capability between the sites. • Selection of sources for broadcast is to be through a broadcast-quality video production switcher with eight (8) available inputs that are to be paired with a touch screen multi-view display that allows all presets and camera positions to be displayed and activated by touching the icon of the preset. • Provide operator monitoring for source preview and program with a production multi-viewer configured to provide continuous monitoring of all cameras, multi- Purpose Room current presentation source, presentation switcher, and broadcast program. • Provide operator monitoring for the engineering PC, soft-codec videoconference PC, streaming encoder, application and internet viewing, continuous confidence monitoring of all available incoming cable feeds, and the broadcast system signal output. • The City headend video receives a signal from the Hesse facility is to be scaled appropriately for interface to the existing cable television ingest equipment at the headend. D-9 01203.0001/298339.3 10 • The upgraded broadcast system operation to support Council and Commission meetings is to be designed and constructed to allow complete and efficient operation by one operator. • The broadcast system is to utilize a dedicated control room touch panel to enable flexible broadcast and meeting video signal and audio routing control, preset default meeting set-up by meeting type with complete duplicate Clerk touch panel Council and Commission meeting control. • Program content is to be distributed to multiple outputs sufficient to provide program video and audio to all video recording devices, a press plate, cable broadcast modulators, encoders, and digital recorders. • Video and mixed voice reinforcement and media audio are to be embedded in the video with the video distribution signal. • Management and delivery of searchable meeting content through the City’s website is to be provided by a City-contracted service. • Council and Commission Member in-person, virtual and hybrid meetings are to be fully supported by the new system. • Council and Commission virtual and hybrid meetings are to be supported by utilizing a dedicated City-provided PC acting as a soft-codec videoconference unit to be mounted in the control room. The PC is to utilize and be interfaced with the AV and broadcast system cameras, audio system, and presentation output through a dedicated USB 3.0 audio and video bridging interface. The broadcast operator will control the virtual and hybrid meetings. • The broadcast system is to be capable of streaming live or recorded high-definition meetings or other content to multiple internet locations simultaneously. • The broadcast system is to be capable of digitally recording the live meetings, and City selected clips and providing a 24/7 playback of scheduled content to the cable and streaming outputs. • The broadcast system is to be capable of digitally recording high-definition content to hard media for the archival of meetings. • A press plate with program audio and video distribution is to be provided and installed. • Automated closed captioning is to be provided for the program content output to all cable and streaming broadcasts. • Provide control room monitor speakers for monitoring of available audio signals. Monitor speaker source selection and volume control are to be available from the operator touch panel. • The broadcast systems are to be capable of connectivity to remote City sites to support Hesse facility meeting participation from the remote sites via high- definition video and audio videoconferencing and transmission and receipt of encoded content over the City network. • Network-enabled and controllable UPS units, with the capability to be remotely monitored, are to be provided and installed to accommodate all operator consoles and rack-mounted equipment of the system. • Provide a custom broadcast-style operator console system that will incorporate racks, desk space, and other accessories as required to provide a workspace that D-10 01203.0001/298339.3 11 is ergonomically designed for long session operator use, that is aesthetically pleasing and operator-friendly and all equipment racks and installation materials required to support the systems. Public/Rental Room Use • The direct-view LED display may be made available for public or rental use. • The lectern may be made available for public or rental use to support meetings and events. • Lectern connectivity at a second location in the front of the room is to be provided to support public or rental use. • An audio input wall plate is to be provided and installed in the multi-purpose room to allow input of auxiliary audio devices into the room audio system for audio playback. Selection of the auxiliary input and volume control is to be available from the control system at the Clerk, operator, and in-room wall-mounted control positions. • A secure wall-mounted AV system control position is to be provided and programmed to support limited utilization of the room AV system for public use when enabled by City Staff, but without City personnel operator requirement. Lobby • A wall-mounted LED display, with supporting AV signal distribution and control, is to be provided and installed in the building lobby area to display the live broadcast program output of the broadcast system during Council or Commission meetings. • A digital signage application and the appliance is to be installed to provide facility scheduling, community event information, and video clip content to the lobby display when a meeting is not being held. • Selection of the live meeting or signage to be displayed on the lobby display is to be controlled from the AV control system at the Clerk and operator locations. Fireside Room • The Fireside serves as a venue for closed session meeting, additional seating space during city meetings and is available for rental use. • An existing 75” LED display and cable receiver are to be reused to support the ability to display the live broadcast program output of the broadcast system during Council or Commission meetings or programming from the cable receiver. Supporting AV signal distribution and control is to be provided and installed to the existing display to display the live broadcast program output of the broadcast system during Council or Commission meetings. The awarded proposer shall complete other tasks deemed necessary for the accomplishment of a complete and comprehensive outcome as described in the project objective. Consultant shall expand on the above-noted tasks, where appropriate, and D-11 01203.0001/298339.3 12 provide suggestions that might lead to efficiencies and enhance the results or usefulness of the work. V. DELIVERABLES As part of the Services, the Consultant will prepare and deliver a detailed design document addressing all the requirements listed in section IV. Scope of Work. VI. PRELIMINARY PROJECT SCHEDULE A. RFP Schedule The following is the anticipated schedule for the RFP process: Request for Proposal available September 14, 2022 Mandatory In-Person Vendor Visit to Hesse Park September 20, 2022 Request for Clarification due September 23, 2022 Proposals due October 7, 2022 The City reserves the right, at its sole discretion, to adjust this schedule as deemed necessary. Notification of any adjustment to the RFP Schedule will be provided to all Proposers that sign up for the Mandatory In-Person Vendor Visit to Hesse Park VII. NECESSARY QUALIFICATIONS AND SUBMITTAL REQUIREMENTS 1. The submittal should be typed and as brief as possible while adequately describing the qualifications of the firm. The final submittal shall be sent as a PDF via email to Lukasz Buchwald, IT Manager at lbuchwald@rpvca.gov. 2. The proposing firm shall submit the following information with the package, including the same information for subcontractors, in the following format: a) Cover Letter: Provide the name, address, and phone number of the firm; the present staff (size, classification, credentials); the primary contact’s name, phone number, and email address; any qualifying statements or comments regarding the proposal; and identification of any sub-consultants and their responsibilities. Identify the firm’s type of organization (individual, partnership, corporation), including names and contact information for all officers, and proof that the organization is currently in good standing. The signed letter should also include a paragraph stating that the firm is unaware of any conflict of interest in performing the proposed work. (No more than two pages.) b) Approach to Scope of Services: Re-state the Scope of Services with any additions, expansions, clarifications, or modifications that the firm proposes in D-12 01203.0001/298339.3 13 order to provide the services and produce the deliverables contained in this RFP. Describe how completing the Scope of Services will be approached and any cost-saving or value-adding strategies or innovations the firm will bring to the project. (No more than two pages.) c) Organization and Staffing: Identify the person who will be the Project Manager and primary contact person responsible for the overall delivery of the project. Provide an organizational chart of the project team that clearly delineates communication and reporting relationships among the project staff and among the sub-consultants involved in the project. Identify key personnel to perform work in the various tasks and include major areas of subcontracted work. Indicate the expected contributions of each staff member in time as a percentage of the total effort. Specifically, show the availability of staff to provide the necessary resource levels to meet the City’s needs. Indicate that the Project Manager and key staff will remain assigned to this project through the completion of the Scope of Services. (No more than two pages.) d) Staff Qualifications and Experience: Describe qualifications of the assigned staff and sub-contractors including relevant technical experience. Staff assigned to complete the Scope of Services must have previous experience in providing the necessary services as described under the Scope of Services. A registered Professional Engineer must be the Project Manager. Description of Consultant’s experience should include: • Prior Experience: Demonstrate that the firm has significant experience providing services like those described under the Scope of Services. (No more than two pages) • Staff Qualifications: Provide resumes for the Project Manager and any other key staff members to be assigned to contribute to the Scope of Services, with an emphasis on similar services which they provided to other agencies. (No more than two pages) • Reference Projects: Include at least three projects with similar scope of services performed by the project team within the past three years and indicate the specific responsibilities of each team member on the reference project. Provide contact information for each client. (No more than 2 pages) e) Project Schedule: Provide a high-level project schedule and the estimated completion date. f) Quality Control Plan: Describe the quality control procedures and associated staff responsibilities that will ensure that the deliverables will meet the City’s needs. (No more than one page) D-13 01203.0001/298339.3 14 g) Acceptance of Conditions: State the offering firm’s acceptance of all conditions listed in the Request for Proposal (RFP) document and Sample Professional Services Agreement (Attachment D). Any exceptions or suggested changes to the RFP or Professional Services Agreement (PSA), including the suggested change, the reasons therefor and the impact it may have on cost or other considerations on the firm’s behalf must be stated in the proposal. Unless specifically noted by the firm, the City will rely on the proposal being in compliance with all aspects of the RFP and in agreement with all provisions of the PSA. (No more than one page.) VIII. Submission of Proposals A. Requests for Clarification Requests for clarification of the information contained herein shall be submitted in writing prior to 4:30 pm on September 23, 2022. Responses to any clarification question will be provided to each firm from which registered for the mandatory on- site visit on September 20th. Prospective proposer firms must attend the mandatory in person vendor visit on September 20 at 4:00 p.m. prior to submitting a request for clarification. Proposals shall not be accepted by any firm that has not attended the visit. B. Confirmation Email Upon submission of a proposal to the City, the proposing firm shall request an email confirmation that the proposal was received and retain the email as a record. If an email confirmation is not received, the proposing firm shall correspond with the City until a confirmation is received. IX. EVALUATIONS AND SELECTION PROCESS 1. Proposals Will be Evaluated Based on the Following Criteria: a) Approach to Scope of Services and Cost (25%) • Understanding of the Scope of Services as demonstrated by the thoroughness of the proposal, introduction of cost-saving or value-adding strategies or innovations (including those applying to the overall project schedule), and an overall approach most likely to result in the desired outcome for the City. b) Proposal Schedule (10%) • Ability to complete the work in the shortest schedule possible (excluding time for review and community meetings). c) Staff Qualifications and Experience (45%) • Relevance of experience of the proposing firm (to provide support resources to the project team) D-14 01203.0001/298339.3 15 • Relevance of experience and strength of qualifications of the Project Manager • Relevance of experience and strength of qualifications of the key personnel performing the work • Relevance of referenced projects and client review of performance during those projects d) Organization and Staffing (10%) • Availability of key staff to perform the services throughout the duration of the project • Assignment of appropriate staff in the right numbers to perform the Scope of Services • Appropriate communication and reporting relationships to meet the City’s needs e) Quality Control (10%) • Adequate immediate supervision and review of staff performing the work as well as appropriate independent peer review of the work by qualified technical staff not otherwise involved in the project. 2. Selection Process An evaluation panel will review and rate all proposals submitted. The panel then might either select the winning bid or invite top-rated proposers to make a (virtual) presentation to the evaluation panel, at no cost to the City. The panel will select the proposal if any, that best fulfills the City’s requirement. The City will negotiate the contract for services detailed in this RFP with that firm. The City reserves the right to negotiate special requirements and proposed service levels using the selected proposal as a basis. If the City is unable to negotiate an agreeable fee for services with a top firm, the City will negotiate with the next firm chosen among the top firms. 3. Award Notification The City will notify all proposers in writing of the outcome of the selection process and intent to award. This RFP does not commit the City to award an agreement, nor pay any costs incurred in the preparation and submission of the proposal in anticipation of an agreement. The City reserves the right to reject any or all proposals, or any part thereof, to waive any formalities or informalities, and to award the agreement to the proposer deemed to be in the best interest of the City and the Department. 4. Award of Agreement The selected firm shall be required to enter into a written agreement (see sample City agreement in Attachment [A]) with the City, in a form approved by the City Attorney, to perform the Scope of Services. This RFP and the proposal, or any part thereof, may be incorporated into and made a part of the final agreement; however, the City reserves the right to further negotiate the terms and conditions of the agreement with the selected consultant. The agreement will, in any event, include a maximum "fixed cost" to the City. D-15 01203.0001/298339.3 16 5. Miscellaneous • All proposals shall remain open at the rates quoted for a period of 90 days from the date of submission, unless expressly withdrawn by the proposer. • This RFP does not commit the City to pay costs incurred in the preparation of a response to this request. • Notwithstanding any other provisions of this RFP, the City reserves the right to reject any and all proposals and to waive any informality in a proposal. • Submission of a proposal shall constitute acknowledgement of all terms and conditions set forth in the Request for Proposals unless otherwise expressly stated in the proposal. • Submission of a proposal does not constitute acceptance of an offer, and shall not create any contractual relationship with the City. • All data, documents, and other products used or developed for this project shall remain in the public domain upon completion of the project. Similarly, all responses to this Request for Proposals shall become the property of the City and shall constitute public records under the California Public Records Act. Any information that proposers deem proprietary must be submitted in a separate, sealed envelope marked “Confidential, Proprietary Information.” • The method of payment upon negotiation of a contract shall be monthly payments based upon satisfactory progress and the submission of invoices for payment, unless otherwise negotiated. • All correspondence during the reply period shall be by e-mail. • The City reserves the right to conduct personal interviews of any or all Consultants. • The City reserves the right to request clarification of information submitted and to request additional information that it may reasonably require, which shall be furnished by the Consultant. • The City will require the selected Consultant to enter into a standard professional services agreement prepared by the City. D-16 01203.0001/298339.3 17 X. ATTACHMENTS ATTACHMENT A - Sample Professional Services Agreement D-17 01203.0001/298339.3 18 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and D-18 01203.0001/298339.3 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND ____________________ THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into on , 2019, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and , a [form of company] (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.” RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest D-19 01203.0001/298339.3 2 professional standards” shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Consultant’s Proposal. The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for D-20 01203.0001/298339.3 3 the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Consultant’s Authorized Initials ________ D-21 01203.0001/298339.3 4 (i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence. 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes D-22 01203.0001/298339.3 5 of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $xxxx ( Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. D-23 01203.0001/298339.3 6 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub- contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. D-24 01203.0001/298339.3 7 Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may, in its sole discretion, extend the Term for additional one-year term(s). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: (Name) (Title) (Name) (Title) D-25 01203.0001/298339.3 8 It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be NAME, TITLE, or such person as may be designated by the City Manager. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of D-26 01203.0001/298339.3 9 Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. D-27 01203.0001/298339.3 10 (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. 5.2 General Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. D-28 01203.0001/298339.3 11 (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements D-29 01203.0001/298339.3 12 of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations D-30 01203.0001/298339.3 13 or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of D-31 01203.0001/298339.3 14 work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. D-32 01203.0001/298339.3 15 (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear D-33 01203.0001/298339.3 16 to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the sum of $___________ ( Dollars) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, D-34 01203.0001/298339.3 17 except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. D-35 01203.0001/298339.3 18 Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant 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 express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. D-36 01203.0001/298339.3 19 Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. D-37 01203.0001/298339.3 20 Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant’s Authorized Initials _______ 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] D-38 01203.0001/298339.3 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Jerry V. Duhovic, Mayor ATTEST: Emily Colborn, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: By: Name: Title: By: Name: Title: Address: Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. D-39 01203.0001/298339.3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2019 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _____________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER____________________________ ___ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _________________________________________ ____ _________________________________________ ____ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that D-40 □ □ □ □ □ □ □ □ □ 01203.0001/298339.3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2019 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _____________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER____________________________ ___ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _________________________________________ ____ _________________________________________ ____ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that D-41 □ □ □ □ □ □ □ □ □ 01203.0001/298339.3 A-1 EXHIBIT “A” SCOPE OF SERVICES I. Consultant will perform the following Services: A. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: a. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: D-42 01203.0001/298339.3 B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) D-43 01203.0001/298339.3 C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: RATE TIME SUB-BUDGET A. __________ __________ __________ __________ B. __________ __________ __________ __________ C. __________ __________ __________ __________ D. __________ __________ __________ __________ II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. D-44 Page 2 of 45 City of Rancho Palos Verdes RFP - HESSE PARK AUDIO/VIDEO UPGRADES September 14, 2022 EXHIBIT “D” SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule: Days to Perform Deadline Date A. Task A ______________ ______________ B. Task B ______________ ______________ C. Task C ______________ ______________ II. Consultant shall deliver the following tangible work products to the City by the following dates. A. B. C. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. D-45 _____________________________ Headquarters 200 McCormick Ave. Costa Mesa, CA. 92626 (714) 579-4100  www.imsav.com Proposal TO For The Hesse Park Audio/Video Design October 7, 2022 E-1 Headquart rs Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 2 of 17 Table of Contents Cover Letter ………………………………....……...................................... 3 Approach to Scope of Services ………………………………………….. 5 Organization and Staffing ….…………………………............................. 7 Staff Qualifications and Experience …...……....................................... 8 Resumes of Key Personnel …....……………………………….… 10 Reference Projects …..………………………………………………..……. 11 Project Schedule .................................................................................... 15 Quality Control Plan ............................................................................... 15 Acceptance of Conditions ................................................................... 15 Costs ………………………………………..……………………………..…... 15 Additional Information ….………………………………..…………….….. 16 Conclusion .……………………………………………………………..……. 17 E-2 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 3 of 17 COVER LETTER October 7, 2022 To: City of Ranch o Palos Verdes Attn: Lukasz Buchwald, Information Technology Manager Re: Response to Request for Proposal – Hesse Park Audio/Video Design Cashel Corporation dba Integrated Media Systems (IMS or AV Consultant) is pleased to respond with the following proposal in response to the City of Rancho Palos Verdes’ (City or Client) Request for Proposal for consulting for design of the audio and video systems supporting the Hesse Park Community Center to support City Council meetings, broadcast and other meeting applications. The City is seeking design for state -of-the-art, high-quality, reliable, easy to use, audio, video, presentation and broadcast systems to modify and up grade the capabilities in the facility . IMS will work in concert with the City to design a robust and reliable system address ing all of the City ’s objectives as identified in the RFP document. The nature and the critical use of the rooms demand associated support systems that are fault intolerant and highly reliable. Due to the importance of the meetings conducted and the high profile of the participants, the systems must reliably function to support the meetings and broadcasts when required. IMS is a proven design and integration company utilizing the best design, construction and management techniques and specifies the most highly reliable and serviceable equipment available. IMS is intimately familiar with every aspect of system design as it applies to Council Chambers, broadcast applications and municipal communications technology and has a 35+ year documented performance history and track record of delivering similar municipal government projects. Brad Caldwell, IMS’ President and CEO, will act as the designate contact for this project, is authorized to represent IMS in any negotiations and to execute all agreements. His contact information as follows: Brad Caldwell Integrated Media Systems 200 McCormick Ave. Costa Mesa, CA 92626 Office: 714-579-4100 x202 Cell: 714-396-4495 Email: bcaldwell@imsav.com Cashel Corporation dba Integrated Media Systems is a California Corporation in good standing and is registered California Small Business (California Corporation No. C1 409212, DIR No. 1000028491 , C-7 Low Voltage Contractor No. 525266 ) with eight full -time employees with headquarters a t 200 McCormick Avenue, Costa Mesa, California 92626. The corporate officers are Brad Caldwell – President & CEO, Craig Petorella – Vice-President and Lori Caldwell – Secretary. All corporate officers may be reached at the headquarters office at (714) 579-4100. E-3 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 4 of 17 Integrated Media Systems has no qualifications regarding the proposal and all work will be done by IMS employees, no sub-consultants will be utilized to perform the work identified. Cashel Corporation dba Integrated Media Systems is unaware of any conflict of interest regarding our performance of the work proposed in this document. We are confident we have complied with the formatting, intent and pricing requirements as requested in the RFP document. With our many years of experience providing the same consulting, deployment and support requirements necessary to address the intent of this RFP for other municipal and corporate entities, we are certain that our proven processes, cost effective approach and attention to detail will serve the City well. We welcome the opportunity to discuss our perspective on the process and the methods we have deployed to address numerous similar and successful engagements. Thank you for considering Integrated Media Systems for the City’s audiovisual requirements. All of us at IMS look forward to working with you to design the best solution possible. Sincerely, Brad Caldwell President and CEO Cashel Corporation dba Integrated Media Systems 200 McCormick Avenue, Costa Mesa, CA 92626 Office: (714) 579-4100 x202 | Mobile: (714) 396-4495 | Email: bcaldwell@imsav.com E-4 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 5 of 17 APPROACH TO SCOPE OF SERVICES PROJECT SCOPE - DESIGN CONSULTING The scope of work included as a part of this proposal is intended to identify the standard engineering process to be provided by IMS to design new audiovisual systems. The primary goals of this phase are the following: • Evaluation of existing AV system • Evaluation of existing facility • Development of new system functional specification including : o Design of upgraded system infrastructure o Complete system narrative o Documentation of required system equipment • Implementation proposal including costing for implementation of upgraded system To achieve these goals, IMS will provide the following services to the City, as required: Evaluation of Use and Plan Development • Analysis of current and desired communication capabilities • Evaluation of internal City methods of use of communication technology • Evaluation of existing facilities • Identification of communication system standards • Identification of communications systems migration plan Detailed Room Evaluation and Design • System and facility review and analysis • Requirements review and analysis • Facility layout • Engineering support • Functional specification • City briefings • Facility infrastructural requirements Evaluation of Use and Plan Development • Analysis of Current and Desired Communication Capabilities – AV Consultant will conduct a thorough review of the desired uses of communication technology in the Council Chamber and Control Room. Areas of interest surround current and long - term needs, new initiatives, potential cost saving measures and return on investment. • Evaluation of Internal City Methods of Use of Communication Technology – AV Consultant will conduct research with the City and select groups to evaluate current system use methods, internal and external communication requirements, experience with current systems, and frequency of use and desired capabilities. • Evaluation of Existing Facilities – AV Consultant will evaluate existing facilities equipment, performance characteristics, control system, ease of use, similarity to other internal facilities, reliability, serviceability and quality of installation. E-5 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 6 of 17 • Identify any existing Communications System Standards for incorporation in the new solution – AV Consultant will develop designs that will incorporate any existing City Communication Systems Standards. • Identification of Communications Systems Migration Plan – AV Consultant will collaborate with City to develop an agreed upon plan to migrate the existing system from the current state to the construction and implementation of the new system. Detailed Room Evaluation and Design • System and Facility Review and Analysis – AV Consultant will conduct a thorough review and evaluation of the existing audio, video, audio conferencing, videoconferencing, broadcasting and control systems, supporting facility infrastructure and environmental conditions of the room. Available system and facility documentation will be reviewed for compliance with existing system and facility conditions. • Requirements Review and Analysis – AV Consultant will conduct in-depth, interviews with designated City personnel to review system requirements, inadequacies or failures and to establish desired audio, video, audiovisual, presentation, broadcast and communication systems capabilities. City personnel will be provided with overall information relative to current and projected systems applicable to the City’s requirements and standard system applications. Typically, various options are presented for consideration. The results of the analysis are documented for the City's approval. Included will be short and long-term needs assessment and other system integration requirements necessary to optimize the room capabilities. • Facility Layout - A facility layout will be prepared after consultation with the City regarding resultant findings of the requirements analysis. Included will be proposed optical paths and sight lines, specialized lighting requirements, display and equipment locations, etc., necessary to optimi ze the audio, video and audiovisual functions of the room. • Engineering Support - Electrical – AV Consultant will provide electrical requirements unique to the audio, video, audiovisual, and audio conferencing systems to the City. Included will be all conduit, junction boxes, AC outlets (with individual current requirements), speaker enclosures, remote control interface devices, etc., required to be provided and/or installed by the general or electrical contractor in support of the audio, video and audiov isual systems. IT – AV Consultant will provide computer, telephone, ISDN, LAN, WAN, etc., specification, interface requirements and drop locations, as they apply, or interface, to the audiovisual systems. Lighting – AV Consultant will evaluate the existing lighting systems and advise the City regarding lighting as it affects audiovisual and broadcast systems. Lighting fixture types, lighting zoning and room lighting characteristics will be analyzed. Complete specification of lighting fixture types, characteristics, quantities, locations and equipment required for E-6 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 7 of 17 remote control system interface for preset lighting system integration will be provided, as applicable. Structural - Dimensional and weight specifications for audiovisual equipment will be provided to the City for use in the structural analysis and facility design, as applicable. • Functional Specification – Proposed system functionality will be documented for compliance evaluation with identified current and projected requirements. • City Briefings – AV Consultant will provide briefings to the City, as required, to keep them informed of the program status. Included will be such items as important design considerations, City requirements and concerns, existing system documentation, proposed solutions, scheduling issues, and identified deficiencies. ORGANIZATION AND STAFFING Brad Caldwell, IMS’ President and CEO, will act as the Project Manager, Lead Designer, primary contact and responsible party of the overall and successful delivery of this project. All work will be performed by IMS’ employees and no sub-consultants will be utilized. Mr. Caldwell will act as the primary designer and will provide approximately seventy percent of the total effort required. Mike Hedrick will act as lead engineer and will provide approximately thirty percent of the total effort supporting detailed engineering, system analysis and CAD. IMS’ additional support personnel identified will provide ancillary assistance, as required and appropriate, in addressing and coordinating the design intent identified as a part of this work. All staff indicated to be assigned to the effort identified will be available to provide the necessary levels of support to meet the City’s needs and will remain assigned to the project through to the completion of the project. E-7 INTEGRATlD MEDIA SYSTEMS RANCHO PALOS VERDES CONSULTING PROJECT KEV PERSONNEL ORGANIZATION CHART li lld■ Bu,"6 Op•r11l iaiit & S.nrkt C.ot i. •--•c.w ... 11 Pr~~ld&m CEO -Pro ed Mal"'tO ·er l.e,od Oe-1 rgner' ..... ,1v_ T«hnl•I LMul & S.mte ... ,,.,.., . Te«hnl•I& s.m .. Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 8 of 17 STAFF QUALIFICATIONS AND EXPERIENCE Prior Experience IMS has a long history of partnering with the City for support of the AV systems in the Hesse facility. We are intimately familiar with every aspect of system design as it applies to municipality projects, including Council Chambers and supporting facilities, and has a 35+ year documented performance history of delivering similar municipal government projects to the Hesse application. IMS offers full-service consulting for system, facility, acoustical and lighting design; equipment supply, system integration, training, maintenance, repair, support and 24/7 remote monitoring for AV system applications across a broad spectrum of organizations in both the public and private sectors. Specific to this proposal and the Hesse multi-Purpose room application is a design and construction project we recently completed for the City of Redondo Beach’s Council Chambers (7 Seat Dais) and the City’s Library Multi-Purpose Room, which acts as a back-up Council Chamber with portably deployed supporting AV and electronic agenda management and voting systems. IMS’ talented and industry certified people make the difference. IMS has built its reputation on performing top quality work and is trusted by some of the most influential organizations in the world to deliver systems that just work. Additionally, to highlight our expertise with local governments, IMS has completed many council chamber/government board room projects including: City of Culver City’s Council Chambers (5 Seat Dais), City of Fontana’s Council Chamber Design (12 Seat Dais), City of Carlsbad Council Chamber Design (9 Seat Dais), Orange County Water District’s Supervisor Chambers (10 Seat Dais), Laguna Woods Village Boardroom (16 Seat Dais), County of Riverside Board of Supervisors Chambers (43 Seat Dais), South Coast Air Quality Management District Hearing Board Room (5 Seat Dais), City of Chino Hills Council Chamber (15 Seat Dais), City of Yorba Linda Council Chamber (13 Seat Dais) and the Los Angeles Department of Water and Power Boardroom (15 Seat Dais). In addition, IMS has completed many other municipal projects, including two of the City of Tustin’s Emergency Operations Center s, the City of Whittier’s Emergency Operations Center, The City of Beverly Hills Public Library’s Children’s Theater , the City of Burbank Water and Power District’s Training Console and the Coachella Valley Water District’s SCADA Operations Center and Emergency Operations Center. Leveraging years of experience and thousands of successful projects, IMS has successfully designed, built and supported innovative audiovisual solutions in control rooms, EOCs, training rooms, conference rooms, council chambers, multi-purpose and other types of rooms for over 60 state, local and municipal government agencies here in Southern California and for the Federal Government nationwide, including the following: E-8 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 9 of 17 The same core team that completed the projects referenced above and later in this document, and those for 60+ cities, counties, water districts and other municipal entities will be assigned to this project, including IMS’ President and CEO, Brad Caldwell, and IMS’ Senior Engineer, Mike Hedrick, who combined have over 60 years of experience in municipal applications. E-9 Los Ange les Dept of Water City of Calabasas City of Mission Viejo Ci ty of Upland and Power City of Ca rlsb ad City of Newport Beach City of Walnut Orange County Water City of Ch in o City of Oa klan d City of Westlake Village Distr ict City of Chin o Hill s City of Pa lmdal e City of Whittier Coache ll a Valley Water City of Commerce City of Paramount Ci ty of Yorba Linda Di strict City of Coronado City of Pomona County of Riversid e Metropoli tan Water District City of Cov ina City of Poway Co unty of San Bernard ino Santa Margarita Water City of Cu lver City City of Ra n cho Pa los Verdes Publi c Defenders Distr ict City of Cypress City of Redondo Beac h Co unty of Los Ange l es Santa Clara Water District City of Fontana City of San Bu enaventu ra Sheri ff San Be rnardino Va ll ey Water City of Fremont City of San Diego Lag una Woods Village Imperial Va ll ey Irrigation City of He rmosa Beach City of San Marcos Orange Cou nty Perfo rming South Coast AQMD City of Huntington Beach City of Santee Arts City of A lameda City of La Mesa City of Sea l Beac h US Army City of Anahe im City of La Puente City of So lana Beach Sand ia National Laboratori es City of Artesia City of Lag una Hill s City ofTemecula Lawrence Livermore City of Brea City of Laguna Ni guel City of Thousand Oaks Nati ona l Laboratories City of Burba nk City of Las Cruces City of Tustin Nati ona l Defense University Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 10 of 17 Resumes of Key Personnel Bradley L. Caldwell, CTS President and CEO Project Manager and Lead Designer for this Project Industry leader and authority on systems integration, extensive experience in fixed installation projects, specialty in systems standardization, process development and implementation. Mr. Caldwell is one of the founders and has served as President/CEO of Cashel Corporation dba Integrated Media Systems (IMS) since its inception. He has been involved in nearly all phases of electronic communications technology, specializing in the development, engineering and implementation of specialized communications systems and their supporting environments. Mr. Caldwell has been active in the application of electronic systems integration in a wide range of industries for over 30 years. His cross-industry experience, strong technical background and vision has been instrumental in the creation, development and deployment of many innovative standardized corporate systems and medical applications in integrated surgical control, telemedicine, and distributed communications. Mr. Caldwell has served as a Board and Executive Committee member, Secretary -Treasurer, President and Chairman of the International Communications Industries Association (ICIA) and is past Chairman of INFOCOMM IQ an industry for-profit company serving internet product content and services to the industry and public. Mr. Caldwell also sits on various industry advisory councils. His long-standing position as a leader in the industry provides great benefit to IMS’s Client base through a wide network of direct access to the highest levels of management and development personnel in the manufacturing, engineering and distribution channels. For this project, Mr. Caldwell will also serve as the Project Manager. Business and Technical Expertise: - Senior Management (President/CEO and Board of Director Positions) - Strategic Business Development and Planning - Product Development - Extensive experience in technical application of communication technologies to business processes - Extensive experience in Defense Industry, High Technology, Financial Services and Consumer Products - Extensive Experience in architectural, acoustical and logistical application of AV Integration - Extensive experience and involvement in educational development for the AV industry - Extensive experience the creation and standardization of industry practices - Personnel Management and Staff Development - Finance, Administrative and Technical Staff Management - Certified Technical Specialist (CTS) E-10 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 11 of 17 Mike Hedrick Senior Systems Engineer Engineering Team Lead for this Project Mr. Hedrick is an extremely strong and experienced systems engineer with broadcast experience. Specializing in custom systems design, integration and installation, Mr. Hedrick has the ability to provide coordination and management of all engineering and p roject development activities. Previous responsibilities include video and audio system design, engineering, drafting, effort estimating, control software design, programming and system testing. Mr. Hedrick has twenty-five years of contracting industry experience in video broadcast projects, such as broadcast television facilities with production, post production and audio sweetening, design and implementation of program transmissions utilizing VHF, Cable, Satellite uplink/downlink and fiber optics. His experience includes extensive involvement with television production studios and post-production facilities, including video duplication environments, post-production editing systems. Mr. Hedrick has the unique ability to transition his broadcast knowledge of technology to engineered systems for multimedia presentation facilities. Mr. Hedrick has over 25 years of experience in the full spectrum of engineering activities in the broadcast television, post - production industry and multimedia presentation facilities. Business and Technical Expertise: - Senior Systems & Broadcast Engineer - Contracting and Project Management Experience - Development of Television studios - Design and deployment of editing and production centers - Integrated Computer and Network Technology - AUTOCAD facilities engineering - AMX design and programming training - Creston – Digital Media Certified Engineer - Extensive experience and involvement in direction of technical operations - Distance learning facilities design and integration - IEEE Member - ITVA International Television Association - SMPTE Member - Bachelor of Science Degree in Electrical and Electronics Engineering – California State Polytechnic University - Pomona REFERENCE PROJECTS IMS has outlined our extensive experience in similar municipal applications above and is pleased to provide the following City References. All of these projects were completed by the same IMS project team that will work on this project. E-11 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 12 of 17 1. City of Redondo Beach - Council Chamber and Library Upgrade 415 Diamond St. Redondo Beach, CA 90277 Project Timeline: Phase 1 Design: September 2017 – July 2018 Phase 2 Build: February 2019 – July 2021 Chris Benson Information Technology Director (310) 318-0658 ext. 1 Chris.Benson@redondo.org IMS initially designed and built a complete digital and high-definition broadcast solution in the City’s Council Chambers starting in August of 2009. IMS completed the facility in January of 2011 and has been responsible for maintenance and upgrades of the system since completion. The City again called on IMS in 2017 to design and perform a complete upgrade of the Council Chamber presentation and broadcast capabilities, in concert with a Chamber facility ADA upgrade, and to provide duplicate functionality in the adjacent Library multi-purpose facility. The Library Multi-Purpose room acts as a back-up Council Chamber, Commission and Committee meeting room and Emergency Operations Center, as well as supporting numerous public meeting types, supported by installed and portably deployed meeting systems. Both the Chamber and Library systems were designed with integration of electronic agenda management and electronic voting capability. Utilizing state-of-the-art technology, including video-over-IP, IMS’ solution gives the City the ability to capture, broadcast and stream all of their meetings and activities in full digital high-definition from either room. In both projects, IMS provided AV consulting services to design the AV systems, supporting infrastructure and integration requirements, and worked collaboratively with the architects, engineers and contractors to successfully complete the project. The total project cost for both facilities was approximately $1,200,000.00. Council Chamber Before Upgrade Council Chamber After Upgrade E-12 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 13 of 17 2. Los Angeles Department of Water and Power – Headquarters Boardroom, Committee Meeting Room, Broadcast and Digital Signage Upgrade Project 111 N. Hope St. Los Angeles, CA 90012 Project Timeline: Phase 1 Design: May 2019 – March 2020 Phase 2 Build: October 2020 – September 2021 Reginald Brewer Video Engineer, LADWP (213) 367-2031 Reggie.Brewer@ladwp.com IMS was contracted by the Los Angeles Department of Water and Power (LADWP) to design, install and commission full high-definition presentation, broadcast, streaming and videoconference systems, with supporting LED lighting, dimming and electronically operated shade systems, in the Department’s Boardroom and Committee Meeting Room and to provide building wide digital signage in the LADWP’s John Ferraro headquarters building in downtown Los Angeles. The Boardroom operates as the Department’s primary Commission meeting space and is outfitted with a 15-person dais, two 98” video displays, standards based and soft-codec videoconferencing, electronic agenda and voting management, wired and wireless PC presentation inputs, production high-definition multi-format recording, live streaming to social media, public content delivery to the Department’s website and full system control. The Committee Meeting Room acts as a support room for the Boardroom and is being equipped with an 82” video display, standards based and soft-codec videoconferencing, wired and wireless PC presentation inputs and full system control. Both rooms are integrated with the broadcast systems to enable complete flexibility in content collaboration, recording, archiving and distribution. Digital signage includes a 3x3 video wall system in the building foyer that includes processing allowing display of six individual input sources in multiple preset multi-screen layouts and full-screen display. Additional area and departmental signage units are located at several other locations in the building. Primary work on this facility was completed in October of 2021 with continuing upgrades that are ongoing. The total project cost, including a two-year monitoring and maintenance agreement, is approximately $950,000.00. E-13 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 14 of 17 3. Stuart Thompson Director of IT, City of Palmdale (661) 267-5566 sthompson@cityofpalmdale.org City of Palmdale - Project No. 729 - Audio/Visual Upgrade Project 38250 Sierra Highway Palmdale, CA 93550 Project Timeline: Phase 1a Redesign: April – June 2018 Phase 2 Build: August – October 2018 Upgrades and Modifications – October 2022 IMS completed a project for the City of Palmdale that involves upgrading the audiovisual systems in the City’s Council Chamber, Closed Session Conference Room, Emergency Operations Center/Training Room, Chimbole Cultural Center and Administration Conference Room. New AV systems were implemented to improve (1) video quality for council and audience display; (2) the voting, request to speak and speaker timing interface s and functionality; (3) audio capabilities, voice reinforcement and intelligibility; (4) integration with their agenda Management System ; and (5) greater system reliability. In addition, IMS provided structured cabling design and installation, modifications to the dais millwork, and replacement of the dimming system and lighting instruments in the Council Chamber. The project will also provide improved capability, operator interface and operation of the City’s broadcast systems. IMS completed the initial project in October 2018 an d has provided ongoing maintenance since the systems were completed. Additional system modifications to provide a new custom ADA lectern and allow virtual and hybrid meeting applications from the Chamber and through the broadcast system are currently in process. In-shop assembly and testing E-14 ' . ' -' ~-... ,; l~, 1,,1111 I ~ ~/,, Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 15 of 17 PROJECT SCHEDULE The preliminary schedule provided below is based on IMS’ evaluation of the project requirements. QUALITY CONTROL PLAN IMS’ significant experience in this area, our standard design processes and procedures and step- by-step collaboration with the City ensure final deliverables fully supporting the intended requirements of the RFP. Additionally, all internal designs and specifications will be internally reviewed by the IMS design team to ensure accuracy and that the optimum solution is provided. ACCEPTANCE OF CONDITIONS IMS accepts the terms and conditions and sample Professional Services Agreement as stated and provided in the RFP without modification. This Proposal is time sensitive and is therefore considered firm for ninety days from this date. COSTS The tasks, as outlined above, are priced on a “time, materials and expenses” basis not to exceed $28,950.00. Fees are to be provided and billed at the following rates: Audiovisual designer, principal $ 250.00 per hour Audiovisual engineer and drafting 185.00 per hour Audiovisual technician 125.00 per hour Expenses Actual Travel – portal to portal at above rates ID Task Name Duration - Working Days Start Finish 1 Approval of Contract 1 11/1/2022 11/1/2022 2 Review and Verification of Requirements and Functionality with City 8 11/2/2022 11/11/2022 3 Evaluation of Existing AV System and Infrastructure 2 11/10/2022 11/11/2022 4 New Systems Engineering and Equipment Specification 18 11/14/2022 12/9/2022 5 Development of Systems Functional Narrative for Approval 5 12/12/2022 12/16/2022 6 City Review and Approval of Functional Specification 3 12/19/2022 12/21/2022 7 Detailed System Engineering Verification 2 12/22/2022 12/23/2022 8 Review and Specification of Facility Infrastructure Requirements and Modification 4 12/27/2022 12/30/2022 9 CAD Systems and Infrastructure Drawings 12 1/3/2023 1/18/2023 10 Development of Final Documentation for Approval 16 12/22/2022 1/18/2023 11 City Review and Approval of Final Documentation 3 1/19/2023 1/23/2023 12 Completed Project Sign Off 1 1/24/2023 1/24/2023 CITY OF RANCHO PALOS VERDES HESSE PARK AV CONSULTING PROJECT IMS AV PROJECT PRELIMINARY TIMELINE E-15 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 16 of 17 EXPENSES. Expenses include actual expenditures made by AV Consultant and the AV Consultant’s employees as itemize below. All expenses shall be pre-approved by the City. 1. Expenses of transportation in connection with the Project; living expenses in connection with out-of-town travel and per diem 2. Expense of reproductions, postage and handling of drawings, schedules, technical specifications and any other documents and freight charges 3. Expense of photographs used in connection with the Project 4. Any overtime payroll expenses or other compensation authorized in advance by the City 5. Expenses of any renderings, presentation supplies, models, mock-ups, demonstration equipment or samples requested by the City ADDITIONAL INFORMATION City to Designate City Representative The City shall designate one person to act as the City’s Representative, empowering that person to make decisions, coordinate with other City stake holders, and provide direction to IMS to facilitate execution of the tasks outlined. IMS understands that there are many City employees and stakeholders that may need to be involved in this project and IMS expects to interact with many of them. The designation of a single City Representative will help to ensure the project may be performed efficiently. Deliverables The final deliverables will be a complete functional specification (System Narrative), documentation of systems equipment, systems one-line drawings, infrastructure modification drawings and quality control specifications. Requested Documentation Prior to start of work, AV Consultant will request the following drawings and all related schedules, legends, details and any supporting materials, in AutoCAD 20 20 compatible electronic form (where applicable), for all affected areas of the project: • Architectural plan and elevation drawings • Finish schedule and drawings • Electrical drawings • Reflected ceiling plans • Lighting specifications with circuiting, load diagrams and fixtures types • Structural drawings • Mechanical drawings • Furniture plan • Millwork shop drawings • All City furnished audiovisual equipment, projection screen, drapery and/or shade (with low voltage interface and group motor controller) specifications E-16 Consulting Proposal City of Rancho Palos Verdes Hesse Park Audio/Video Design 10/7/22 Page 17 of 17 CONCLUSION We are looking forward to serving the City again to enhance this facility the user experience. Should you have any questions or would like any additional information during your proposal evaluation process please do not hesitate to reach out to me directly at 714 -579-4100 x202 or by email at bcaldwell@imsav.com. SUBMITTED BY: PROPOSAL ACCEPTED BY: Integrated Media Systems City of Rancho Palos Verdes Signature: Signature: Name (Print): Brad Caldwell Name (Print): Title: President and CEO Title: Date: October 6, 2022 Date: © 2022 Cashel Corporation dba Integrated Media Systems. All Rights Reserved. E-17 RFP Title:HESSE PARK AUDIO/VIDEO DESIGN Required Information CheckList Vendor EIDIM IMS Cover Letter Yes Yes Approach to Scope of Services Yes Yes Organization and Staffing Yes Yes Staff Qualification and Experience Yes Yes Prior Experience Yes Yes Staff Qualifications Yes Yes Reference Projects Yes Yes Project Schedule Yes Yes Quality Control Plan Yes Yes Acceptance of Conditions Yes Yes Rating Matrix Evaluation Area Weight EIDIM IMS EIDIM IMS Approach to Scope of Services 0.25 8 10 9 10 Proposal Schedule 0.1 9 10 8 10 Staff Qualifications and Experience 0.45 10 10 10 10 Ogranization and Staffing 0.1 10 9 10 10 Quality control 0.1 9 8 9 9 Weighted Score 9.3 9.7 9.45 9.9 Toal Score EIDIM IMS 9.3 9.7 Lukasz Karina F-1