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HomeMy WebLinkAbout2025-006 A-Town AV CITY OF ATASCADERO CONSULTANT SERVICES CONTRACT WITH A-TOWN AV INC. FOR Council Chambers Audio Visual Upgrades Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D City of Atascadero [A-Town AV Inc.] 2 CONSULTANT SERVICES AGREEMENT THIS CONTRACT is made and entered into between City of Atascadero, a Municipal Corporation (“City”) and [A-Town AV Inc.] (“Consultant”). City and Consultant agree as follows: 1. SCOPE AND STANDARDS: A. CONTRACT. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to complete the services described in the SCOPE OF WORK AND STANDARDS FOR SERVICES, attached hereto and incorporated herein by this reference as Exhibit A, as requested by the City. This Contract and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. 2. EMPLOYMENT STATUS OF PERSONNEL: A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONSULTANT. Consultant enters into this Contract as, and shall at all times remain as to the City, an independent contractor and not as an employee of the City. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. Any persons employed by Consultant for the performance of services pursuant to this Contract shall remain employees of Consultant, shall at all times be under the direction and control of Consultant, and shall not be considered employees of City. All persons employed by Consultant to perform services pursuant to this Contract shall be entitled solely to the right and privileges afforded to Consultant employees and shall not be entitled, as a result of providing services hereunder, to any additional rights or privileges that may be afforded to City employees. B. INDEPENDENT INVESTIGATION. The Consultant agrees and hereby represents it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research. C. COMPLIANCE WITH EMPLOYMENT LAWS. The Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D City of Atascadero [A-Town AV Inc.] 3 employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work. D. UNLAWFUL DISCRIMINATION PROHIBITED. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship or sexual orientation. 3. TIME OF PERFORMANCE: The services of Consultant are to commence upon execution of this Contract by City, and shall be undertaken and completed in a prompt and timely manner, in accordance with the Scope of Work referenced in Exhibit A. Except as provided in Sections 6 and 19 below, this Contract shall terminate no later than May 1st, 2028, unless extended by the mutual agreement of both parties. 4. COMPENSATION: A. TERMS. Compensation to the Consultant shall be as set forth in Exhibit B attached hereto and made a part hereof. B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING. Consultant shall not be compensated for any services rendered in connection with its performance of this Contract, which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager or the City Manager’s designee (hereinafter “City Manager” shall include the City Manager’s designee). Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City and Consultant at the time City’s express written authorization signed by the City Manager is given to Consultant for the performance of said services. 5. SUPERVISION, LABOR AGREEMENTS AND PERSONNEL: A. CONSULTANT SUPERVISES PERSONNEL. The Consultant shall have the responsibility for supervising the services provided under this Contract, hiring of personnel, establishing standards of performance, assignment of personnel, determining and affecting discipline, determining required training, maintaining personnel files, and other matters relating to the performance of services and control of personnel. The City Manager may use any reasonable means to monitor performance and the Consultant shall comply with the City Manager’s request to monitor performance. B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS. The City acknowledges that the Consultant may be obligated to comply with bargaining agreements and/or other agreements with employees and that the Consultant is legally obligated to comply with these Contracts. It is expressly the intent of the parties and it is agreed by the parties that the Consultant’s performance shall not in any manner be subject to any bargaining agreement(s) or any other agreement(s) the Consultant may have covering and/or with its employees. Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D City of Atascadero [A-Town AV Inc.] 4 C. APPROVAL OF STAFF MEMBERS. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff assigned to perform the services required under this Contract. Consultant shall notify City of any changes in Consultant’s staff to be assigned to perform the services required under this Contract and shall obtain the approval of the City Manager of a list of all proposed staff members who are to be assigned to perform services under this Contract prior to any such performance. 6. TERMINATION: A. 30 DAYS NOTICE. The City or Consultant, upon sixty (60) days written notice, may terminate this Contract, without cause, at any time. In the event of such termination, Consultant shall be compensated for non-disputed fees under the terms of this Contract up to the date of termination. B. OBLIGATIONS SURVIVE TERMINATION. Notwithstanding any termination of this Contract, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the City from Consultant is determined. All of the indemnification, defense and hold harmless obligations in this Contract shall survive termination. 7. CHANGES: The City or Consultant may, from time to time, request changes in the scope of the services of Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of Consultant’s compensation and/or changes in the schedule must be authorized in advance by both Parties in writing. Mutually agreed changes shall be incorporated in written amendments to this Contract. Any increase in the amount of Consultant’s compensation and/or changes in Exhibit A and or Exhibit B must be authorized in advance by the City Manager. 8. PROPERTY OF CITY: A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF CITY. It is mutually agreed that all materials prepared by the Consultant under this Contract are upon creation and shall be at all times the exclusive property of the City, and the Consultant shall have no property right therein whatsoever. City agrees that Consultant shall bear no responsibility for any reuse of the materials prepared by the Consultant if used for purposes other than those expressly set forth in the Intended Use of Consultant’s Products and Materials section of this Contract. Consultant shall not disseminate any information or reports gathered or created pursuant to this Contract without the prior written approval of City including without limitation information or reports required by government agencies to enable Consultant to perform its duties under this Contract and as may be required under the California Public Records Act excepting therefrom as may be provided by court order. Consultant will be allowed to retain copies of all deliverables. B. CONSULTANT TO DELIVER CITY PROPERTY. Immediately upon termination, or upon the request by the City, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials and property of the Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D City of Atascadero [A-Town AV Inc.] 5 City as may have been prepared or accumulated to date by the Consultant in performing this Contract. Consultant will be allowed to retain copies of all deliverables to the City. 9. CONFLICTS OF INTEREST: A. CONSULTANT covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Contract. Consultant further covenants that in the performance of this Contract, Consultant shall take reasonable care to ensure that no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Contract. Consultant agrees to include language similar to this Section 9(A) in all contracts with subcontractors and agents for the work contemplated herein. 10. CONFIDENTIAL INFORMATION: A. ALL INFORMATION KEPT IN CONFIDENCE. All materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order. B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE. If Consultant or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, the City has the right to reimbursement and indemnity from party releasing such information for any damages caused by the releasing party’s, including the non-releasing party’s attorney’s fees and disbursements, including without limitation expert’s fees and disbursements. C. COOPERATION. City and Consultant shall promptly notify the other party should Consultant or City, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Contract and the work performed thereunder or with respect to any project or property located within the City. City and Consultant each retains the right, but has no obligation, to represent the other party and/or be present at any deposition, hearing or similar proceeding. Consultant and City agree to cooperate fully with the other party and to provide the other party with the opportunity to review any response to discovery requests provided by Consultant or City. However, City and Consultant’s right to review any such response does not imply or mean the right by the other party to control, direct, or rewrite said response. 11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES: A. CONSULTANT PROPERTY. Consultant shall furnish all necessary labor, supervision, equipment, communications facilities, and supplies necessary to perform the services required by this Contract except as set forth in Exhibit C. City acknowledges that all equipment and other tangible assets Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D City of Atascadero [A-Town AV Inc.] 6 used by Consultant in providing these services are the property of Consultant and shall remain the property of Consultant upon termination of this Contract. B. SPECIAL SUPPLIES. City shall be responsible for supplying any special supplies, stationary, notices, forms or similar items that it requires to be issued with a City logo. All such items shall be approved by the City Manager and shall be provided at City’s sole cost and expense. 12. COMPLIANCE WITH LAW: A. COMPLIANCE REQUIRED. Consultant shall keep itself informed of applicable local, state, and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Contract. Consultant shall observe and comply with all applicable laws, ordinances, regulations and codes of federal, state and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. Consultant shall at all times hold a valid contractor’s license if performing any function or activity for which a license is required pursuant to Chapter 9 (commencing with section 7000) of Division 3 of the California Business and Professions Code, and Consultant shall provide a copy of the license(s) upon the request of the City. The City, its officials, officers, elected officials, appointed officials and employees shall not be liable at law or in equity as a result of any failure of consultant to comply with this section. B. PREVAILING WAGES. In the event it is determined that the Consultant is required to pay prevailing wages for the work performed under this Agreement, the Consultant shall pay all penalties and wages as required by applicable law. 13. SUBCONTRACTING: None of the services covered by this Contract shall be subcontracted without the prior written consent of the City Manager. Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant. 14. ASSIGNABILITY: Consultant shall not assign or transfer any interest in this Contract whether by assignment or notation. However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, but only with prior written consent of the City Manager. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City. The rights and benefits under this agreement are for the sole and exclusive benefit of the City and this Contract shall not be construed that any third party has an interest in the Contract. 15. LIABILITY OF CONSULTANT: Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally accepted standards of Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D City of Atascadero [A-Town AV Inc.] 7 outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors. 16. INDEMNIFICATION: A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties') from and against any and all losses, liabilities, damages, costs and expenses, including attorney’s fees and costs to the extent same are caused in whole or in part by any negligence or wrongful act, error or omission of Consultant, willful misconduct, or recklessness of its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. Consultant's duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant's proportionate percentage of fault. Consultant's percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the Consultant's percentage of fault, the parties agree to mediation with a third party neutral to determine the Consultant's proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City. The proportionate rule, limiting Consultant’s duty to defend to the City as referenced above, does not apply where: (1) one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business; (2) a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis; or (3) there is a design professional who is a party to a written design-build joint venture agreement. If one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business, then the other the design professionals must meet and confer with other parties regarding unpaid defense costs and determine their proportion of responsibility. B. INDEMNIFICATION FOR OTHER THAN PROFESSIONAL LIABILITY. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. C. GENERAL INDEMNIFICATION PROVISIONS. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section for each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D City of Atascadero [A-Town AV Inc.] 8 performance of this agreement. In the event consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successor, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. 17. INSURANCE: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit E attached to and part of this agreement. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to labor costs, material expenses, parcels abated or serviced and other such information required by City that relates to the performance of services under this Contract. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible and in a form acceptable to the City, which the City may specify and change from time to time. Consultant shall provide free access to the representatives of City or its designees, at reasonable times, to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to this Contract. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 19. MISCELLANEOUS PROVISIONS: A. ASSIGNMENT OR SUBSTITUTION. City has a NONDISCRIMINATION / NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply to the fullest extent allowed by law, with all applicable local, state, and federal laws relating to nondiscrimination. B. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by the City in connection therewith. C. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Contract and Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D City of Atascadero [A-Town AV Inc.] 9 also govern the interpretation of this Contract. Any litigation concerning this Contract shall take place in the San Luis Obispo Superior Court, federal diversity jurisdiction being expressly waived. D. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant by this Contract. In recognition of that interest, neither any complete nor partial assignment of this Contract, may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City which consent shall not be unreasonably withheld. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Contract entitling City to any and all remedies at law or in equity, including summary termination of this Contract. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Contract. E. ENTIRE CONTRACT. This Contract constitutes the entire Contract and understanding between the parties relative to the services specified herein and there are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in this Contract and this Contract supersedes all prior understandings, agreements, courses of conduct, prior dealings among the parties and documentation of any kind without limitation. F. AMENDMENTS. This Contract may be modified or amended, or any of its provisions waived, only by a subsequent written agreement executed by each of the parties. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. G. CONSTRUCTION AND INTERPRETATION. Consultant and City agree and acknowledge that the provisions of this Contract have been arrived at through negotiation and that each party has had a full and fair opportunity revise the provisions of this Contract and to have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or interpreting this Contract shall not be resolved against the drafting party. The titles of the various sections are merely informational and shall not be construed as a substantive portion of this Contract. H. WAIVER. The waiver at any time by any party of any of its rights with respect to a default or other matter arising in connection with this Contract shall not be deemed a wavier with respect to any subsequent default or other matter. I. SEVERABILITY. The invalidity, illegality or unenforceability, of any provision of this Contract shall not render the other provisions invalid, illegal or unenforceable. Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D City of Atascadero [A-Town AV Inc.] 10 J. NOTICES. All invoices, payments, notices, demands, requests, comments, or approvals that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties (deemed to have been received three (3) business days after deposit in the U.S. Mail) at the following addresses: City: City of Atascadero City Manager 6500 Palma Avenue Atascadero, CA 93422 Consultant: A-Town AV Inc. Jason Allen, President PO Box 515 Arroyo Grande, CA 93421 Each party may change the address at which it gives notice by giving ten (10) days advance, written notice to the other party. K. AUTHORITY TO EXECUTE. The person or persons executing this Contract on behalf of Consultant warrant and represent that they have the authority to execute this Contract on behalf of their agency and further warrant and represent that they have the authority to bind Consultant to the performance of its obligations hereunder. Effective to this ______ day of May, 2025 by the parties as follows. Approved as to form: ____________________________________ Counsel for consultant A-Town AV, Inc. By:__________________________________ Jason Allen, President Approved as to form: By:__________________________________ David Fleishman, City Attorney CITY OF ATASCADERO By:__________________________________ James R. Lewis, City Manager CITY OF ATASCADERO Additional Initials:______________________ Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D 16 City of Atascadero [A-Town AV Inc.] 11 CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700 I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I have complied or will comply with such provisions before commencing the performance of the work of this contract. (Cal. Labor C. §§1860, 1861.) CONSULTANT _____________________________ Jason Allen, President Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D A-1 EXHIBIT A Scope of Work A-Town AV, Inc. will upgrade the City of Atascadero’s audiovisual (AV) system to a semi-automated, network-based solution. The system will not require a dedicated camera operator but will need a staff member to manage functions such as starting/stopping meetings, microphone control, special camera shots, lower-thirds graphics, and other broadcast tasks. The upgrade includes video, audio, control, and camera systems, utilizing existing infrastructure where applicable, and comes with a 3-year service contract for ongoing support. System Components 1. Video System • Projector: Upgrade to a 16,000-lumen laser projector. The existing projector screen will be reused. • Video Distribution: Replace with a flexible, network-based system for seamless video routing. • Cameras: Install new network-based cameras (see Camera System section for details). • Staff Table: Provide a dedicated PC for the Clerk. • Dais Monitors: Connect existing dais monitors to the new system, mirroring the projector screen. • Additional Input: Include one input for laptops. • Streaming: Support streaming to the eScribe platform via a provided encoder. 2. Audio System • Processor: Upgrade to a new audio processor with enhanced microphone management and improved audio processing for remote participants (e.g., Zoom). • Microphones: o Install 16 wired desktop microphones: 7 for the dais, 8 for staff, and 1 for the podium. o Install 2 wireless handheld microphones. o Enable mute/unmute functionality via the touch panel. • Speakers: o Reuse existing dais speakers. o Install 2 new speakers in the same cavity as current speakers (upgraded model). o Reuse existing assisted listening system, integrated into the new system. • Volume Control: Provide volume adjustment for all speakers via the touch panel. 3. Control System • Touch Panels: o Install a 10” Q-Sys touch panel at the Clerk’s desk. o Install a 7” Q-Sys touch panel in the AV rack. • Functionality: Integrate audio, video, and system controls into responsive, new-generation touch panels for streamlined operation. 4. Camera System • Configuration: Implement an automated switching system with four camera locations: o Three locations (dais, staff tables, podium) with two cameras each. Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D A-2 o One location (audience) with a single camera. • Automation: Cameras auto-switch based on active microphones, ensuring no live camera movement is visible. Users must mute microphones when not speaking. • Manual Control: Allow manual camera control and preset location shots via the touch panel for specific needs. • Coverage: Cameras will cover the dais, staff tables, podium, and audience. Installation • Equipment Location: Install all new equipment in the existing AV rack. • Cabling: Utilize existing cable paths to all locations. • Projector Screen: Reuse and integrate the existing projector screen into the new system. Service and Support • Service Contract: Include a 3-year service contract providing: o End-user support for issues during meetings. o A remote support PC for technician access to assess and resolve issues quickly. • Warranty: All equipment and installation covered under standard manufacturer and installer warranties. Responsibilities • A-Town AV, Inc.: o Supply, install, and configure all specified equipment. o Provide training for staff on system operation. o Deliver ongoing support via the 3-year service contract. • City of Atascadero: o Cover any additional subscription costs for eScribe streaming. o Provide owner furnished computers. o Ensure access to the facility and existing infrastructure during installation. Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-1 EXHIBIT B Compensation and Method of Payment TOTAL COST OF CONTRACT NOT TO EXCEED $ 267,295.41 WITHOUT PRIOR WRITTEN AUTHORIZATION Services will be conducted on a fixed fee not to exceed the contractual amount of $267,295.41. Any additional services authorized by the City of Atascadero, not included in the scope of services as defined by this contract, must be approved in the form of a City of Atascadero Change Order prior to performing additional work. All additional work authorized by a City of Atascadero change order will be compensated at the same unit cost for the defined services as agreed to in the attached contract. Payment will be made within 30 days after receipt and approval of invoice. Payments to the consultant in excess of the contract amount of $267,295.41 will not be made unless written authorization is executed prior to the date of the additional requested work. Any charges incurred outside of these contract terms will not be authorized for payment. A-Town AV Inc. ______________________________ Jason Allen, President Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-2 EXHIBIT B Compensation and Method of Payment FEE SCHEDULE 30% of the equipment cost up front $ 53,041.41 90% of the total project at completion of installation $ 166,464.46 Remaining 10% upon acceptance of completed system $ 24,389.54 3-year Service Contract can be paid in full or yearly ($7,800 annually) $ 23,400.00 Total Payment $ 267,295.41 Cost Breakdown Equipment $ 176,804.70 Labor $ 51,620.30 Service Contract $ 23,400.00 Sales Tax $ 15,470.41 Total Project Cost $ 267,295.41 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-3 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-4 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-5 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-6 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-7 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-8 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-9 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-10 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-11 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-12 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-13 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-14 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-15 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-16 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-17 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-18 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-19 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-20 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D B-21 Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D C-1 EXHIBIT C Items Provided by City The City will provide access to the Council Chambers and existing building infrastructure. Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D D-1 EXHIBIT D Location Schedule All work will be done in the City Hall Council Chambers. Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D E-1 EXHIBIT E The Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, or subconsultants. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Errors and Omissions Liability insurance as appropriate to the consultant's profession. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: $1,000,000 per accident for bodily injury or disease. 4. Errors and Omissions Liability: $1,000,000 per occurrence. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. 2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Additional Insured The City of Atascadero will need to be added to the policy as Additional Insured by endorsement to the General Liability, adding the City’s name to the Certificate of Insurance is not sufficient and will not be accepted. Verification of Coverage. Consultant shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. Docusign Envelope ID: 7A69EDDD-E815-41C6-B80B-A10E5A9B754D