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HomeMy WebLinkAbout25A - AGMT AV SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 6, 2017 TITLE: AMEND AGREEMENT WITH WESTERN AUDIO VISUAL TO PROVIDE AUDIO- VISUAL EQUIPMENT, INSTALLATION, AND SERVICES (STRATEGIC PLAN NO. 7, 5A) QdYM-ANAGER-) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 � Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to amend the agreement with Western Audio Visual to provide audio-visual equipment, installation, and on-call services; exercising a two-year optional term extension beginning June 21, 2017 through June 20, 2019; and increasing the compensation by $50,000, for a total agreement amount not to exceed $130,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION On June 21, 2016, at the culmination of a Request for Proposal process (Exhibit 1), the Public Works Agency entered into an agreement with Western Audio Visual to modernize two conference rooms in the Ross Annex Building with high resolution displays for meetings, presentations and technology for computer-based teleconferencing, including cameras, microphones and speakers (Exhibit 2). This agreement included options for two two-year extensions exercisable by the City Manager and City Attorney. Since completion of the installations, the systems in these conference rooms have been in continual use by staff and consultants for meetings and presentations. The Public Works Agency would like to standardize its remaining conference rooms with similar equipment. By means of the requested agreement amendment, the additional compensation of up to $50,000, along with the approved time extension option, would be sufficient to identify the scope and complete the remaining installations in the Ross Annex and at the City Yard (Exhibit 3). The scope of services for each conference room will be prepared and approved by the Public Works Agency prior to installation of the audio-visual equipment. 25A-1 Amend Agreement with Western Audio Visual June 6, 2017 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 - Team Santa Ana, Objective #5 (create a culture of innovation and efficiency within the organization), Strategy A (promote the use of new technology to improve the delivery of services and information to staff and the community. FISCAL IMPACT Funding in the amount of $50,000 is budgeted and available in the FY 2016/17 Public Works Administrative Services Fund (Account No. 10117601-62300) and will be encumbered for expenditure as follows: Fr d Mousavipour Executive Director Public Works Agency FM/MM/TB FISCAL YEAR AMOUNT FY 17/18 $45,000 FY 18/19 $5,000 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency EXHIBITS: 1. RFP — Audio -Visual Equipment, Installation and Services 2. Agreement with Western Audio Visual 3. First Amendment 25A-2 REQUEST FOR PROPOSALS (RFP) FOR AUDIO-VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16-044 CITY OF SANTA ANA Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Trevor Burgan GIS Administrator (714) 647-56.57 Office tburganfa ,santa-ana.ore for Release: Fred Mousavipour Executive Director Public Works Agency KEY RFP DATES (Subiect to change at discretion of Cit_y): Issue Date: Wednesday, March 23, 2016 Deadline for Requests for Information: Monday, April 11, 2016; 9:00am. Pre -Proposal Meeting: Wednesday, March 30, 2016; 10:00arn. Ross Annex Rm# 4104 Proposal Due Date: Thursday, April 21, 2016; 4:00pm. Presentation/Interviews: Thursday, May 5, 2016 Projected Award Date: Tuesday, June 21, 2016 Exhibit 1 City of SMVIT 16-044 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for the AUDIO-VISUAL EQUIPMENT, INSTALLATION AND SERVICES. Responses to this Request for Proposals (RFP) will be accepted until Thursday, April 21, 2016 at 4:00 p.m. Proposals received after this date/time will not be considered. It is the responsibility of the proposer to ensure that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to this proposal due date and time. Proposals shall be enclosed in a sealed envelope and marked clearly with following information, formatted as follows: "SEALED PROPOSAL FOR RFP NO. 16-044 AUDIO-VISUAL EQUIPMENT, INSTALLATION AND SERVICES IN THE CITY OF SANTA ANA DO NOT OPEN WITH REGULAR MAIL." City of Santa Ana Attn.: Trevor Burgan Public Works Agency; 20 Civic Center Plaza; 4th Floor Reception, Ross Annex Building Santa Ana, CA 92701 Proposals shall be mailed, hand delivered, or sent by courier service. Proposals shall NOT be sent via telegraphic, electronic or facsimile. All notifications, updates and addenda will be posted on the City's RFP Bid page at www.santa-ana.or /bg ids - r s. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. City of Santa Ana RFP 16-044 ,Vage 20A-4 4 C CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO-VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16-044 TABLE OF CONTENTS I. GENERAL II. PROPOSAL TERMS AND CONDITIONS III. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES B. PROPOSER RESPONSIBILITIES C. REQUEST FOR INFORMATION OR CLARIFICATION D. ADDENDA E. LICENSES & PERMITS F. INSURANCE G. PAYMENT INFORMATION PACKET H. PRE -PROPOSAL MEETING I. CITY RIGHT TO REJECT J. PROTESTS IV. SUBMITTAL REQUIREMENTS A. GENERAL B. PROPOSAL CONTENTS 1. STATEMENT OF QUALIFICATIONS 2, SCOPE OF SERVICES & SCHEDULE 3. FEE PROPOSAL 4. CERTIFICATIONS V. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING B. SELECTION VI. AWARD OF AGREEMENT A. REQUEST FOR COUNCIL ACTION B, EXECUTION OF AGREEMENT VII. IMPLEMENTATION A. KICK-OFF MEETING B. NOTICE TO PROCEED VIII. PUBLIC RECORDS IX. APPENDIX ATTACHMENT 1: SCOPE OF WORK ATTACHMENT 2: STANDARD AGREEMENT ATTACHMENT 3: CERTIFICATIONS City of Santa Ana RFP 16-044 28vaA15 (9) CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO-VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16-044 I. GENERAL Nature of Work: The City of Santa Ana is seeking a consultant to design, provide and install conference room audio / visual equipment. A detailed Scope of Work is included in the Appendix of this RFP as Attachment 1. Number of Proposals and Signature: The submittal shall include four (4) hard copies and one (1) digital file on a labeled USB Flash Drive (or equivalent). One (1) of the four (4) hard copies shall be marked as "ORIGINAL" and shall be signed by a company official with the power to bind the company. One (1) copy of your Fee Proposal shall be submitted. Proposal Evaluation and Rating: The criteria for evaluating the proposals submitted will take the following items into consideration: • Firm/Team Experience 25% • Understanding of Need 25% • Relevant Project Experience 20% • Availability and Project Schedule 10% • References 20% The City has established a proposal review committee to evaluate proposers based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. Term of Contract Agreement: The City desires to enter into a contract with the selected firm for an initial one (1) year term with a City option for two (2), two (2) year extensions. This term is outlined in the Standard Consultant Agreement, as contained in the Appendix of this RFP as Attachment 2. II. PROPOSAL TERMS AND CONDITIONS By submitting a Proposal, the Proposer acknowledges that it has thoroughly examined and accepts the Terms and Conditions of this RFP as described below: A. EXAMINATION: Proposer represent that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City's objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in the relation to this RFP are fully incorporated. City of Santa Ana RFP 16-044 4 20A-6 B. EXECUTION OF AGREEMENT: The City and the selected Proposer will enter into an Agreement similar to that as shown in Attachment 2, in the Appendix of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Proposer or call for new Proposals, whichever the City deems most appropriate. C. PROPOSAL VALIDITY: Services, pricing and warranties indicated in a respondent's Proposal must be valid for a period of 120 days after the submission of the Proposal. D. PRE -CONTRACTUAL EXPENSES: Santa Ana shall not, in any event, be liable for any pre- contractual expenses incurred by Proposers in the preparation of its proposal. E. JOINT OFFERS/SUB CONSULTANTS: Where two or more Proposers desire to submit a single Proposal in response to this RFP, they should do so on a prime-subconsultant basis. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture. Should the use of subconsultants be offered, the Proposer shall provide the same assurances of competence for the subconsultant plus the demonstrated ability to manage and supervise the subcontracted work. Subconsultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all subconsultants in the same manner as the Proposer. A. CITY RESPONSIBILITIES The City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected proposer will assume responsibility for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made in writing via e-mail to the Project Manager (contact information as noted on the cover page to this RFP) by or before the "Deadline for Requests for Information" date noted on the cover page of this RFP. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP, as indicated in Section III.D. City of Santa Ana RFP 16-044 29A27 D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City's website, www. santa-ana. org(bids-rfps E. LICENSES & PERMITS The selected Proposer may be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City Project Manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work. F. INSURANCE The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of notice of award. G. PAYMENT INFORMATION PACKET The selected Proposer shall return a completed payment information packet within ten (10) business days after the successful Proposer has received notice that the agreement has been awarded. The packet is available on the City's website: www.santa-ana.or_ bids-rfps H. PRE -PROPOSAL MEETING A pre -proposal meeting will occur on the date, time and location identified below. The meeting will include discussion of the project scope, a walk-through of the conference room as noted in the scope of work and a question -and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in "Section III.D: Addenda". Meeting Date: Wednesday, March 30, 2016 Meeting Time: 10:00am Meeting Location: City of Santa Ana City Hall, Ross Annex Building, 4`" Floor, Room# 4104 20 Civic Center Plaza Santa Ana, CA 92701 I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP. Subcontractors shall be the City of Santa Ana RFP 16-044 26K=b responsibility of the successful Proposer and the City shall assume no liability of such subcontractors. J. PROTESTS Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non - responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. IV. SUBMITTAL REQUIREMENTS A. GENERAL 1. Number of Copies and signature: Refer to Section I: General. Deadline: Proposals are due to the City of Santa Ana, at the date, time, and location set forth above in the Notice Inviting Proposals. B. PROPOSAL CONTENTS A responsive proposal shall contain the following documentation: 1. STATEMENT OF QUALIFICATIONS The Statement of Qualifications shall be limited to a MAXIMUM of (10) DOUBLE -SIDED PAGES (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum l I -point Arial. Proposal exhibits shall be maximum 11" x 17". The Statement of Qualifications includes the following: a. Cover Letter: Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity. b. Agreement Statement: Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the standard agreement attached as Attachment 2, in the Appendix of this RFP. c. Firm and Team Experience: Proposal shall include a profile of the firm's experience. Include resumes of project team/sub-contractors that outline their technical and design experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm. City of Santa Ana RFP 16-044 25A'9 d. Understanding of Need: Proposal shall include an outline which demonstrates the firm's understanding of the scope of work. This outline should include anticipated approach, tasks necessary for successful completion, and suggestions or special concerns that the City should be made aware of. e. Relevant Project EUerience: Proposal shall include a list of relevant projects which your firm or personnel have completed within the last five (5) years, including significant work with public agencies. Project information should include project description, year completed, client name, along with a person to contact and their telephone number. f. Availability: Proposal shall include a written statement which provides information on the proposer's current workload and how this project would be accommodated (availability of skilled labor force). This information should be included for all identified members of the project team. (Example statement: The project manager will complete 80% of the proposed project and will allocate 60% of his total time to the proposed project.) g. References: Proposal shall include references for three public entities for which Proposer has performed similar work within the past five (5) years h. Fee: Fees may or may not be included as part of evaluation criteria. Refer to "I. GENERAL", and IV. SUBMITTAL REQUIREMENTS, B.3 FEE PROPOSAL, below. (this item not part ofpage limit) 2. SCOPE OF SERVICES & PROJECT SCHEDULE Proposal shall include a Scope of Services and Project Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule /timeline to complete the project, based upon the requested Scope of Work, detailed in Attachment 1, which is included in the Appendix of this RFP. The Scope of Services and Project Schedule shall be limited to a MAXIMUM of (5) DOUBLE -SIDED PAGES. Font size shall be minimum 11 -point Arial. Proposal exhibits shall be maximum 11" x 17". 3. FEE PROPOSAL: Proposer's fee proposal shall be submitted concurrently with the technical proposal, but in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, and/or a Project Fee Schedule where applicable and as outlined in the Scope of Work. Where fees are NOT included as part of evaluation criteria, the fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the consultant based on qualifications, and then negotiate a contract price based on available funding. Where fees ARE included as part of the evaluation criteria, the fee proposal will be opened and reviewed concurrently with the proposal, and weighted per the percentage identified in "I. GENERAL". City of Santa Ana RFP 16-044 25NA 0 4. CERTIFICATIONS: The following forms, included in Attachment 3 in the Appendix of this RFP shall be signed and included as part of the proposal submittal package: • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification V. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING Refer to Section I, General. B. SELECTION The committee may interview the top ranking proposers. The City will recommend award of the agreement to the proposer who will provide the best quality and value to the City. City reserves the right to begin negotiations and enter into an agreement without interview or further discussions. VL AWARD OF AGREEMENT A. REQUEST FOR COUNCIL ACTION Following evaluation and rating by the proposal review committee, the Executive Director will recommend award of an agreement to the proposer providing the best quality and value to the City. B. EXECUTION OF AGREEMENT A standard agreement is included as Attachment 2, in the Appendix of this RFP. "Proposer" will hereinafter be referred to as "Consultant' in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved. VII. IMPLEMENTATION A. KICK-OFF MEETING A kick-off meeting will be held after award of contract. Consultant and its team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation process. B. NOTICE TO PROCEED Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all insurance documents and contents of the Payment Information Packet have been received and approved. City of Santa Ana RFP 16-044 2EPA a 11 VIII. PUBLIC RECORDS All responses to the RFP shall become property of the City, and proposals will become public record after award of agreement. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. City of Santa Ana RFP 16-044 2 &.=42 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO-VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16-044 Introduction and Background: The City of Santa Ana is seeking responses to this RFP from qualified vendors to provide and install a complete and working audiovisual presentation and web -enabled conferencing system in two locations at City Hall as described in the description of work. The project includes the purchase of new audiovisual and control equipment, installation, programming, documentation, training and extended warranty. The City also desires to enter into a contract with the selected vendor for an initial one (1) year term with a City option for two (2), two (2) year extensions. This contract will allow the city to purchase equipment and installation services for additional conference rooms as needed during the term of the agreement. The estimated budget for this project is $80,000 for both rooms combined. Each conference room shall be quoted separately in the sealed Fee Proposal envelope and each room will be considered a separate project with a separate schedule. Description of Work: The City is requesting a proposal to provide and install an audiovisual presentation system for the Ross Annex 401 Floor Large Conference room (RA Rm# 4104) and for the Ross Annex 3rd Floor Large Conference Room (RA Rm# 3004) with the following features and capabilities: Display One Sharp 80"-90" high definition monitor capable of displaying computer and video sources along with providing compatibility with PC-based video conferencing and the audio system. This monitor shall feature fall HD 1920 x 1080p resolution with a low profile bezel and anti -image retention technology and be mounted to the wall utilizing a heavy-duty tilting flat panel mount. The vendor will either install a new electrical outlet or relocate an existing electrical outlet behind the monitor so it is not visible. Sources One dedicated City -furnished computer will be located in the Vendor supplied equipment cabinet. The City will be responsible for the proper OS and software packages needed to perform the functions of the computer. A wireless keyboard/mouse will be provided by the Vendor, for use with the dedicated City computer. The City is responsible for providing the data connection for the computer, but the Vendor may be required to relocate the data connection as needed by the design of the conference room. The Vendor may suggest an appropriately sized computer to fit within the Vendor supplied equipment cabinet, if the City-fiunished computer is not appropriate. City of Santa Ana RFP 16-044 26A%L13 One wireless laptop connection solution for displaying video and audio wirelessly from a City provided laptop Two wired guest laptop connections, from a patch panel located near the equipment cabinet. The patch panel will offer VGA, sound and HDMI connectivity. The Vendor will provide two (2) 25 ft. VGA with audio cables for use with the guest laptops. The Vendor will provide two (2) 25 ft. HDMI cables that are thin and flexible. The City shall furnish one HD Cable TV tuner to be located in the Vendor supplied equipment cabinet. One DVD/Blu-Ray video connection. The vendor shall provide a DVD/Blu-Ray player, suitable for rack mounted installation in the Vendor supplied equipment cabinet. All sources shall be routed through a video scaling switcher located in the vendor provided equipment rack. This will allow the appropriate source to be displayed on the monitor. Video (PC-based Video Conferencine) The Vendor will specify, provide and install an HD video camera system suitable for use with web -based video conferencing software such as Skype for Business or GoToMeeting, etc. The camera system should have the ability to pan, zoom and tilt to offer views of different areas of the room and the system should integrate easily with all video conferencing software. The Vendor will also provide a quote for providing and installing a 360 -degree conference camera (similar to Polycom CX5100) as an additional option. Audio All computer and video sources shall include audio playback through ceiling mounted loudspeakers. The PC- based video conferencing calls will be heard through these same speakers. All audio signals are routed through a digital audio processor that provides the feedback suppression, echo and room noise cancellation and matrix routing to enable the appropriate signal distribution and audio control needed for each room. The PC-based video conferencing calls will be clear and articulate with natural two-way (full duplex) participation. Dialing and other PC-based video conferencing operations are done from the AV control touch screen. The audio processor has unused outputs for fixture system expansion. In order to allow the highest quality PC-based video conferencing calls while providing fast and simple operation without exposed cabling, the selected vendor shall design and install custom ceiling microphones that provide excellent coverage and intelligibility with a sleek, modem style. Control The City wishes to have a single unified AV control system utilizing a wireless, preferably color, approximately 6.4" touch screen that includes a docking/charging station. This type of system shall provide the reliability of a "wired" panel, as the touch screen is charged and active whenever it is in the docking station along with the flexibility of a wireless panel. The touch screen is programmed to provide a logical, easy to use AV interface for the non-technical user. The control functions shall include: City of Santa Ana RFP 16-044 2bA-f4 System on/off with user -selectable auto shut -down time Presentation Presets — simple one -button selection of up to three of the most common options Display —power, picture mute, auto PC adjust, input selection Visual source — computer source, cable HD tuner, etc. Cable HD TV Tuner —Tuner control including 6 favorite channel direct tune buttons Program Volume — up / down / mute Microphone Volume — up / down / mute Should the City require a more cost-effective control option, the Vendor will suggest a reasonably priced alternative to using a touch screen control panel. Equipment Rack All of the audiovisual equipment shall be stored in an appropriately sized custom audiovisual credenza with a laminate finish, locking front access doors, locking removable back panel and 16RU rack rails for the equipment bay(s). The color of the credenza will be determined with the City at a later date. The vendor will either install a new electrical outlet for the Equipment Rack or relocate an existing electrical outlet behind the Equipment Rack so it is not visible Installation Where possible, all cabling (audio, video, power, data, etc.) for the project will be routed behind walls, ceilings and floors and will be not be visible. Dry wall repair and re -painting services will be provided by the Vendor using a paint choice provided by the City. The Vendor is responsible for providing all required Electrical work. Vendor Responsibilities: Each conference room shall be quoted separately in the sealed Fee Proposal envelope and each room will be considered a separate project with a separate schedule. In the proposal, the Vendor shall specify all appropriate equipment to complete the project outcome or suggest alternate system and/or equipment that will effectively interface and integrate system requirements. In the proposal, the Vendor shall provide information related to service hours and response time for service calls. Include information for providing after-hours on-call support for meetings after regular business hours. The Vendor will create all systems documentation and system drawings describing all features and operations in detail. The Vendor will provide two (2) full color copies of the documentation bound in a protective cover and will also provide the documentation in Microsoft Word 2013 format on USB Flash Drive. Provide all labor, materials, transportation and equipment to complete the furnishing, installation, assembly, set up and testing of the systems, along with equipment provided by the City as noted in the description of work. Perform all work pursuant to a plan developed by the City City of Santa Ana RFP 16-044 29/1-1 5 Purchase, deliver, assemble, test, and modify audiovisual equipment as specified in the Vendor's proposal quote and work with the city to modify the proposal quote as needed to fit within the City's anticipated budget for each room. Furnish and install all necessary conduit, cabling, boxes, conversion, routing and switching equipment, and programming labor required for complete and fully operational systems. Provide all Electrical system work and provide documentation with all current licenses for performing Electrical system work. Marls all cables, regardless of length, with permanent, non -handwritten number of letter cable markers within six inches of both ends. There shall be no unmarked cables at any places in the system. Marking codes used on cables shall correspond to the codes shown on the Vendor supplied system documentation and drawings. Warranty the entire system installation for a minimum of one year from the date of system acceptance by the City. Individual component warranties shall be honored for the term established by the manufacturer, if greater than one year. All displays and speakers are to be suspended from the building structure or attached to rated framing. It is the responsibility of the Contractor to provide a safe support system for the loudspeakers and projectors using rated hardware from the manufacturer. Provide a designated project supervisor that will be present and in responsible charge on the project site during all phases of the installation and testing of the project. Test all audiovisual systems and demonstrate to the City that they are functioning effectively. The governing overall requirement is a complete and functional system. Provide a project maintenance binder with all manufacturer specific operating and maintenance instructions manuals for each piece of equipment installed. Provide two operator and maintenance training sessions on each completed system at reasonable convenience of the City during normal City business hours. Under the warranty, return within the first 60 days after the systems have been tuned over to the City for additional system configuration and fine-tuning. Provide all source code for the control system to the City upon completion of project installation. City Responsibilities: The City will assign a project manager for the work of this project after the bid is awarded. The City will make the project work space available during regular business hours and will coordinate with the selected Vendor to schedule the work space for the installation work. City of Santa Ana RFP 16-044 2v0ii46 Appendix ATTACHMENT 2 STANDARD AGREEMENT CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this day of , 201_ by and between a [insert type of business: sole ownership entity, LLP, etc.], (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $ during the term of this Agreement. b. Payment by City shall be made within # of days (XX) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on , 201X, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. City of Santa Ana RFP 16-044 25*11g7 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured City of Santa Ana RFP 16-044 20AX-f8 against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or City of Santa Ana RFP 16-044 26X-19 property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willfid misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified in Certifications, Exhibit C, attached hereto and incorporated in this Agreement by reference. City of Santa Ana RFP 16-044 20A-20 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: , Exec. Director , City Attorney XXXXX Agency City Attorney's Office City of Santa Ana City of Santa Ana 20 Civic Center Plaza (M-) 20 Civic Center Plaza (M-29) P.O. Box 1988 P.O. Box 1988 Santa Ana, California 92702 Santa Ana, California 92702 Fax 714- 647-XXXX Fax 714- 647-6515 To Consultant: A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or City of Santa Ana RFP 16-044 291=121 otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Certifications, Exhibit C, attached hereto and incorporated in this Agreement by reference. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other City of Santa Ana RFP 16-044 Wige 20A-22 governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Additional provisions, if any are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. b. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Name of Attorney Assistant City Attorney RECOMMENDED FOR APPROVAL: Name Executive Director — (Agency) CITY OF SANTA ANA David Cavazos City Manager CONSULTANT: (name) (title) Tax 1D# City of Santa Ana RFP 16-044 2SA223 EXHIBIT A SCOPE OF SERVICES (from Attachment 1 of RFP, and/or Consultant Proposal) [Remove this note when assembling Agreement] EXHIBIT B FEE PROPOSAL, including hourly rates (from separately sealed envelope included with Consultant Proposal) [Remove this note when assembling Agreement] EXHIBIT C CERTIFICATIONS (from Attachment 3 of RFP) [Remove this note when assembling Agreement] EXHIBIT D ADDITIONAL PROVISIONS (from Attachment 4 of RFP) City of Santa Ana RFP 16-044 25444 APPENDIX ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO-VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16-044 NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that malting a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20_, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana RFP 16-044 299-15 APPENDIX ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO-VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16-044 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the malting of any federal grant, the malting of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, aMember of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for malting or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signed and Printed Name: Title Date City of Santa Ana RFP 16-044 2 ,11 %0i -26 APPENDIX ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO-VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16-044 The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said riles, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by mile, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of City of Santa Ana RFP 16-044 29N-17 September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: City of Santa Ana RFP 16-044 25A-28 INSURANOE ON MIXA-20116-166 NloAK MA° PROCEED UNTIL INSLIRANCE EXPIRES t "a -- 11,k - 2.0 i (g CLERK OF COUNCIL i)ATE: -7 VQ —1 9L1NStJt,TANT AGREEMENT THIS AGREEMENT Is made and entered into this 21st day of June, 2016 by and between Western Audio Visual, a subchapter S corporation entity, (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of tine State of California (hereinafter "City"), U40LALA A. The City desires to retain a consultant having special skill and knowledge in the field of audiovisual equipment, service and support, Ell Consultant represents that Consultant is able and willing to provide such services to the City, C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in :its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm In the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. The scope of services shall be in compliance with Proposal Submitted in response to the City's Request for Proposal, attached hereto as Exhibit E. 2, COMPENSATION a, City agrees to pay, and Consultant agrees to accept as total payment for its services, tine rates and charges Identified in Exhibit R The total sum to be expended under this Agreement shall not exceed $50,000 during the term of this Agreement, b, Payment by City shall be made within forty-five (45) days following receipt of proper Invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which falls to meet the standards of performance set forth In the Recitals which may reasonably be expected by City. 6. TERM This Agreement shall commence on the date first written above and terminate on Juice 20, 2017, unless terminated earlier in accordance with Section 15, below. 'The terra of this Agreement may be extended for two suocessive two year periods, subject to nonsubstantive changes, upon a writing executed by the City Manager and the City Attorney, 4, INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City, This Agreement is not Intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exerclse, discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services, Consultant shall pay all salarles and wages, employer's social security taxes, unemployment insurance Exhibit 2 25A-29 INSURANCE ONt'"ILI A-206456 WORK MAY PROCEED UNTIL INSURANCE EXPIRES ff�(V`2—I%,'-201tp VCLEFlKU�GCIUNGVL DATE: -7 .. (a - t tP CONSULTANT AGRE9MEfff THIS AGREEMENT is made and entered into this 21st day of June, 2016 by and between Western Audio Visual, a subchapter S corporation entity, (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter -999iTAL S A, The City desires to retain a consultant having special skill and knowledge in the field of audiovisual equipment, service and support. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it Is knowledgeable in its field and that any services performed by Consultant under this Agreement �1 will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm In the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 4. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. The scope of services shall be in compliance with Proposal Submitted in response to the City's Request for Proposal, attached hereto as Exhibit B. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for Its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $BO,000 during the term of this Agreement b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which falls to meet the standards of performance set forth In the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 20, 2017, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for two successive two year periods, subject to nonsubstanttVe changes, upon a writing executed by the City Manager and the City Attorney, 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an Independent, contractor and not an employee of the City. This Agreement is riot intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employers social security taxes, unemployment insurance Exhibit 2 25A-30 and similar taxes relating to employees and shall be responsible for all applicable withholding taxes 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed In any tangible medium of expression, Including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City Is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data, Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement. shall be at City's sole risk. 6, INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below; a. Commercial General Liability insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured,(a) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrenoe arising out of Consultant's operations in the performance of this Agreement, Including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following; single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form; with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shalt include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant„ if Consultant has any employees, is required lobe insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $+1,000,000 per accident, d If Consultant is or employs a licensed professional such as an architect or engineer.: Professional liability (errors and omissions) insurance, with a combined singie limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (t) Consultant shall maintain all insurance requiredabove in full force and effect for the entire period covered by this Agreement. 25A-31 (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that Insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended 'prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed ;prior to approval of insurance by the City, INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons noting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may snake all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above Indemnity shall be limited, to the extent required by Civil Code Section 2782.6, to claims that arise out of, pertain to, or relats to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States" tetters patent, trademark, or copyright infringement, including costs, contained in the viork product or documents provided by Consultant to the City pursuant to this Agreement. 8. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow Inspection of all work, data, documents, proceedings, and activities related 25A-32 to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confldential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect Its own information of like Importance, but in no event less than reasonable care. "Confidential Information" shall Include all nonpublic information. Confidential information Includes not only written Information, but also Information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party Is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any Information that (a) has been disclosed in publicly available sources; (b) Is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City, 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no Interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified in Certifications, Exhibit D, attached hereto and incorporated in this Agreement by reference. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement aball be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication In the manner provided In this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P,O. Box 1985 Santa Ana, CA 92702-1988 Fax 714- 647-6915 With courtesy copies to: Fred Mousavipour, Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1958 Santa Ana, California 92702 Fax 714- 6475622 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-6115 25A-33 To Consultant: Western Audio Visual 1592 Batavia Street, Suite 2 Orange, CA 82867 Fax: 714-637-7272 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above, If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City, Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14, ASSIGNMENT Inasmuch as this Agreement is untended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent, of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. frothing In this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination, In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultent prior to receipt of such notice of termination, subject to the following conditions; a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of .the City unless prohibited by taw, and Consultant consents to the City's use thereof, for such purposes as the City deems appropriate, b. Payment need not be made for work which fails to meet the standard of performance specified In the Recitals of this Agreement. 25A-34 16, DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that It Is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any notion or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 18. PROFESSIONAL LICENSE$ Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and In writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, "including reasonable costs and attorney's fees, for any injuries or damages to City In the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as If fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST; MARIA D. HUIZAR Cierk of the Council APPROVED AS TO FORK SONIA R, CARVALMO City Attorney J ANDOVAL Chi Asststan# City Attorney CITY Or SANTA ANA DAVID CAVA CSS City Manager 25A-35 FRECJ M USA IPO Executive irector Public Warks Agency APPROVAL: CON8ULTANT Tax 25A-36 PROPOSAL INCLUDING SCHEDULE (OR) RATES AND CHARGES 25A-37 EXNISIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy relating to the Following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; Its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arlsing from the operations and uses performed by or on behalf of the nar red insured.. 2. With respeot to claims arising out of the operations and uses performed by or on behalf of the named .insured, such insurance as Is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability, The inclusion of any person or organization as an insured shall not affect any right which such ,person or organization would have as a claimant if not so included, 4. With respect to'the additional insureds, this insurance shali not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective this endorsement form as a part of Policy # _ Issued to Named Insured Countersigned by Authorized Representative 25A-38 EXHIBIT D CERTIFICATIONS 25A-39 ACOR�dD CERTIFICATE OF LIABILITY INSURANCE o'61'22/2o11YsYY THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE, OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the polley(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In Ilea of such endorsement(s). PRODUCER Denise K Hudson Insurance Agency, InorFone Np �Fi LORRI E SASAN Ax--`-_, _.__--- License # OB86530 f .L 11:714.633-6118 qlNpI;714,633.3720 ARDRess:.lorde@denisekhudson,com StateFarfn , 1045 W Katclla Ave Ste 240 -- -- -- Orange, CA 92867 _INSURCR(9iAFrORDING COVERAGE NAIC/t INSURER A State Paan Cerleral Insurance Company . 05/16/2017 INSURED WEBTCRN AIV INC' mm l INSURER e 5tata.Farm Mutual Automobile nauranGB Company20170 ----- —� — — -- 1592 N BATAVIA ST STE 2 INSURER c: ORANGE, CA 92867 11 LsUReRp;_„_ INSURER E ...INSURERFf COVERAGES CERTIFICATE NUMBER; REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED 1'O THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 18 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN9R TYPE OF INSURANCE IND POLICY NUMBER MIDDIYYYY MM D Y VY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS.MADE LJ OCCUR Y 92 -EX -51664 05116/2016 05/16/2017 EACH OCCURRENCE $ 2,000,000 PgEMI9iE8_{Ea 300,000 I MEP EXP(Any, cnaramo�_ PERSONAL S ADV INJURY $ 1,000,000 GFNEPAL AGGREGATE $ 4,000,000 GEN'L ^,,,,,^,,,_,,,,_,_,._„-,___.,.._ AGGREGATE LIMIT APPLIES PER', T _ PRO. POLICY .,�JECT El LOC oniER, PRODUCTS-COMP/OPA00 BUSINESS PROP ..___—..._........-- 3 4,000,000 $ 230,100 B ,AUTOMOBILE LIABILITY •�."-"'' 375 9392 -F17 -75P 0611712016 12117/2016 CONIBIN D SINGLE LIMIT Ea Ov^clSlenlJ $ 1,000,060 BODILY INJURY (Per parson) $ ANY AUTO � ___ BODILY INJURY (Per uccidanl) $ __ ALL OWNED SCHEDULED X X _- AUTOS -- AUTOS ..X HIRED AUTOS X, AUTOS PROPERTY DAMAGE „(PuracrltloptL...__...._. _. _ A X UMBRELLA LIAR 1 X OCCUR 12114/2015 1 2714/261602•XC-0351.6 OCCURRERENCE $ —EACH AGGREGATE _ _,._....51000,000 _ $ _._._____....._._._._. $ ._i.-._..._ EXC BSS LIAB OLAIM9-p1ADE -.._....._...__....L..._._..,.. _......--....-...... DED RETEMI'IDN$ A WORKERS COMPENSATION ANDEMPLOYERS'LIABILIry YIN ANY PROPRIETOWPARTNER/EXECUTIVE r'� OFFICEPoMEMbER EXCLUDEDP (Mmdet.Orm NHl -”` NIA 92,L4-6790.1 61/0112016 0110112017 X PER „a - �rnnlTE ER E.L.EACH ACCIDENT $ 1.000,000 .-.........__..._,.._......T E.L. UISEABE-EA EMPLOYEE ....._.........................._.._.—.._ -._.-.,..,..__.. $ 1,000,000 _ __.....__._.._......_. Ryes dascrlbeunder DE36RIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ '1,006,000 Ones PTION OF OPERATIONS I LOCATIONS [VEHICLES (AGORD 1111, Audit[ onal Remarks Schedule, Ivey he attached if more space is requlmd) AUDIO VISUAL SERVICE & INSTALLATION Business Location #1 6353 Corte Del Abeto, Suite 106, Carlsbad, CA 92011/Business Looatlon #2 1592 N Batavia St., Ste 2, Orange, CA 92867 Certificate Holder, City of Santa Ana, its officers, employees, agents, volunteers & representatives are additional Insur it fdEVIEWED,BY: EUWCE HEfREgIA (PG / 4F.) CERTIFICATE HOLDER CANCELLATION © 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD 1001486 132849.0 02-04-2014 25A-40 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF SANTA ANA 'THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 CIVIC CENTER PLAZA ACCORDANCE WITH THE POLICY PROVISIONS. SANTA ANA, CA 92701 AUTHORIZED REPRESENTATIVE © 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD 1001486 132849.0 02-04-2014 25A-40 Fe•ssc9 Page 1 of 1 r t• s s j(► IiF3i1fTzr+7A x•;, a 4►Fili Policy No.: 92 -EX -5166-6 tea„ ••n» Ne dtnsured, WESTERN MING 1576 N BATAVIA ST STE 2 ORANGE CA SP867.3559 Additional Insured (include address); CITY OF SANTA ANA, ITS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS & REPRESENTATIVES 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 WHO IS AN INSURSD, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is Imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or suit brought for damages for which you are provided coverage. The Primary Insurance coverage below applies only when there is an "X" in the box. Primary insurance. The insurance provided to the Additional Insured shown above shall be primary Insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you. All other provisions of the policy appty. CFYEVIF-41 gI ".j.V�d,'U 0.JY: E11fJICF I•iC1�.�EA (e'GZ=0 25A 25A-42 FIRST AMENDMENT TO AGREEMENT FOR INSTALLATION OF AUDIO-VISUAL EQUIPMENT THIS FIRST AMENDMENT to the above -referenced agreement is entered into on June _, 2017, by and between Western Audio Visual, a subchapter S corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement #A-2016-156, dated June 21, 2016 ("Agreement"), by which Consultant agreed to provide installation services of the audio-visual equipment to modernize two (2) conference rooms located in the Ross Annex listed as Rooms 3004 and 4104. B. The original term of the Agreement was from June 21, 2016 through June 20, 2017, and per Section 3 of the Agreement, may be extended for two successive two-year periods, upon a writing executed by the City Manager and the City Attorney. C. The parties wish to amend the Agreement to include an additional scope of services, include additional funds for services to be performed by the Consultant; and increase the term of the Agreement to complete the additional work. The Parties therefore agree: 1, Section 1, Scope of Services, is amended to include the modernization and installation of audio- visual equipment in the remaining conference rooms located in the Ross Annex and City Yard. A scope of services for each remaining conference room shall be provided and approved by the City's Public Works Agency prior to the commencement of the installation of the audio-visual equipment. 2. Section 2, Compensation, is amended to include an additional $50,000 for services to be performed by the Consultant so that the total sum to be expended under the Agreement shall not exceed $130,000. 3. Section 3, Term, is amended to extend the time period for this agreement for two (2) years from June 21, 2017 to June 20, 2019. 4. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council Exhibit 3 25A-43 CYNTHIA J. KURTZ Interim City Manager Signature Page; First Amendment to Consultant Agreement with Western Audio Visual APPROVED AS TO FORM WESTERN AUDIO VISUAL SONIA R. CARVALHO City Attorney By: �t�ti�, JO M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL FRED MOUSIVAPOUR Executive Director, Public Works Agency Name: Title: Page 2 of 2 25A-44