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HomeMy WebLinkAboutAVI Systems Inc; 2018-07-11;City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 4 TO AGREEMENT FOR CITYWIDE AUDIO-VISUAL SUPPORT SERVICES AVI SYSTEMS, INC. This Amendment No. 4 is entered into and effective as of the ____________ day of ________________, 2021 amending the agreement dated July 11, 2018 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and AVI Systems Inc, (“Contractor") (collectively, the “Parties”) for Citywide Audio-Visual support services. RECITALS A. On July 11, 2018, the Parties executed the Agreement for Citywide Audio-Visual support services; and B. On June 27, 2019, the Parties executed Amendment No. 1 to extend and amend the Agreement for a period of 3 years and to alter the facilities included in the Agreement; and C. On October 20, 2020, the Parties executed Amendment No. 2 to alter the Agreement’s scope of work to include unscheduled professional services; and D. On July 22, 2021, the Parties executed Amendment No. 3 to alter the Agreement’s scope of work to include additional professional services; and E. The Parties desire to correct an error of the total dollar amount of the Agreement to include the original amount of the Agreement and all amendments. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby amended to correct the total not to exceed amount of the Agreement from eight hundred eighty- nine thousand, eighty dollars ($889,080) to one million, one hundred seventy-four thousand, four hundred forty-four dollars ($1,174,444), as reflected in Exhibit “A.” 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// DocuSign Envelope ID: 2BF0FDAE-6043-4F50-9394-B2946CD5949C October 20th City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Geoff Patnoe, Assistant City Manager (print name/title) ATTEST: By: (sign here) FAVIOLA MEDINA City Clerk Services Manager (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 2BF0FDAE-6043-4F50-9394-B2946CD5949C AVPDavid Bunting for City Attorney Approved Version 1/30/13 3 EXHIBIT “A” Summary of Total Agreement Summary of Fees Agreement - Dated July 11, 2018 285,364$ Amendment No. 1 - Dated June 27, 2019 778,612 Amendment No. 2 - Dated October 20, 2020 75,000 Amendment No. 3 - Date July 22, 2021 35,468 Total Amendments 889,080 Total Not to Exceed Amount of Agreement 1,174,444$ DocuSign Envelope ID: 2BF0FDAE-6043-4F50-9394-B2946CD5949C AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Your Name: Employee # Date: Branch: Signing Authorization Form Pursuant with your responsibilities as , you are hereby delegated the authority and responsibility to plan for and to manage the businesses and activities assigned to the position. Operationally, you are delegated general authority to take actions as you deem necessary to carry out the responsibilities assigned to you. This authority must be exercised consistent with the objectives of the approved operating plans, approved department budget, approved salary action plan and policies of the company. With regards to commitments, purchases, and other financial obligations, you are authorized up to the limits determined in Exhibit A - AVI’s Senior Management Signing Authorization. By signing below, you accept full responsibility for the authorization granted herein and the terms and conditions stipulated in the Signing Authorization and Delegation of Authority Policy. Signature Date Date COO/Board Secretary Area Vice Presedent David W. Bunting June 10th, 2020 San Diego COO/Board Secretary:Joel Lehman 6/10/2020 6/10/2020 10576 DocuSign Envelope ID: 2BF0FDAE-6043-4F50-9394-B2946CD5949C AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Exhibit ADocuSign Envelope ID: 2BF0FDAE-6043-4F50-9394-B2946CD5949C DocuSign Envelope ID: 2BF0FDAE-6043-4F50-9394-B2946CD5949C DocuSign Envelope ID: 2BF0FDAE-6043-4F50-9394-B2946CD5949C Administrative Services Information Technology 1635 Faraday Ave. Carlsbad, CA ZIP code  760-602-2450 t Memorandum September 15, 2021 To: Geoff Patnoe, Assistant City Manager From: Brent Gerber, IT Senior Management Analyst Via: Maria Callander, Director of IT Laura Rocha, Deputy City Manager, Administrative Services Re: Amendment to Professional Services Agreement for AV Support of Boards and Commissions Meetings and Facility AV Support This memorandum provides an explanation of Amendment No. 4 to the agreement with AVI Systems for Professional Services for Citywide Audio-Visual Support Services. AVI Systems, Inc. (AVI) provides audio visual design, integration and support to the city, including support for all public meetings. The following is a breakdown of the initial agreement approved by City Council on July 11, 2018 for a one-year term to provide AV equipment services and meeting support and the accompanying amendments to extend and/or modify the scope of services: Purpose of Amendment Amendment No. 3 mistakenly did not include the initial agreement amount of $285,364 in the total not to exceed amount. Amendment No. 4 is correcting the total not to exceed amount from $889,080 to $1,174,444. Budget Impact There is no budget impact. Agreement - Dated July 11, 2018 285,364$ Amendment No. 1 - Dated June 27, 2019 778,612 Amendment No. 2 - Dated October 20, 2020 75,000 Amendment No. 3 - Date July 22, 2021 35,468 Total Amendments 889,080 Total Not to Exceed Amount of Agreement 1,174,444$ DocuSign Envelope ID: 2BF0FDAE-6043-4F50-9394-B2946CD5949C Geoff Patnoe, Assistant City Manager September 15, 2021 Page 2 Attachment: Amendment No. 4 to Amend Agreement for Citywide Audio-Visual Support Services DocuSign Envelope ID: 2BF0FDAE-6043-4F50-9394-B2946CD5949C City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 3 TO AGREEMENT FOR CITYWIDE AUDIO-VISUAL SUPPORT SERVICES AVI SYSTEMS, INC. This Amendment No. 3 is entered into and effective as of the ____________ day of ________________, 2021 amending the agreement dated July 11, 2018 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and AVI Systems Inc, (“Contractor") (collectively, the “Parties”) for Citywide Audio-Visual support services. RECITALS A. On July 11, 2018, the Parties executed the Agreement for Citywide Audio-Visual support services; and B. On June 27, 2019, the Parties executed Amendment No. 1 to extend and amend the Agreement for a period of 3 years and to alter the facilities included in the Agreement; and C. On October 20, 2020, the Parties executed Amendment No. 2 to alter the Agreement’s scope of work to include unscheduled professional services; and D. The Parties desire to alter the Agreement’s scope of work to include professional services as described in Exhibits “A” and “B”; and E. The Parties have negotiated and agreed to supplemental scope of work and fee schedules, which is attached to and incorporated in by this reference as Exhibit "A", and Exhibit “B”. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby amended to include professional services described in Exhibit "A" and Exhibit “B” for a period ending on July 10, 2022, with a not-to-exceed amount of thirty-five thousand, four hundred sixty-eight dollars ($35,468) per agreement year and for a not to exceed amount of two hundred, ninety-six thousand, three hundred sixty dollars ($296,360) per agreement year, for a total of eight hundred, eighty-nine thousand, eighty dollars ($889,080) for the length of the agreement. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full forces and effect. 3. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 22nd July City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Geoff Patnoe, Assistant City Manager (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 AVPDavid Bunting for City Attorney Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE INTEGRATION SCOPE OF WORK A. SUMMARY: The City is converting unscheduled to scheduled audio visual meeting support provide services and has asked AVI Systems to provide these services. Meeting Support for Boards and Commission Meetings AVI Systems currently provides onsite audio-visual support for City Council and Planning Commission meetings. This agreement will also include all city board and commission meetings held throughout the year. AVI is required to be onsite 1 hour prior to the meeting start time to support each meeting and to remain onsite throughout the meeting to assist City staff with any AV needs during the meeting. AVI also acts as a representative of the city when working with AV vendors and broadcast technicians. Meeting Cancellation: For any council, board or commission meetings, the City must notify AVI with an 8-business hour advanced notice. For additional details of Service to be Provided see Attachment “A”. Fee The fee for the above additional services will not exceed $47,868 per Agreement year. Additional meeting support costs will increase by $47,868 per agreement year, but with the previous approval of Amendment No. 2 adding $25,000 annually to the previous not to exceed amount a net increase only $22,868 annual will be added to the total annual not to exceed amount. DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 City Attorney Approved Version 1/30/13 4 EXHIBIT “B” SCOPE OF SERVICES AND FEE INTEGRATION SCOPE OF WORK A. Summary: The City has asked AVI Systems to provide audio visual system support to an additional city facility. Facility AV System Support Services to be Provided AVI systems currently provides enterprise wide audio visual (AV) onsite support to most of the city offices and facilities. The following site will be added to the site support list: Pine Avenue Community Center, 3209 Harding St., Carlsbad This site would receive Priority 3 level service: Onsite service hours Monday through Friday 8am – 5pm PT Provide onsite support labor within 72 hours from when the original service call was placed with AVI Single Point of Contact (SPOC) Alejandro Reyes – AVI Service Supervisor Phone: 858-653-4314 Email: alejandro.reyes@avisystems.com AVI will provide Pro Support coverage for customer furnished AV equipment procured and installed by other vendors or by AVI Systems. For additional details of Service to be Provided see Attachment “B”. Fee The annual fee for the additional service will not exceed $12,600 per Agreement year. DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 City Attorney Approved Version 1/30/13 5 Summary of Exhibit “A” and “B” Summary of Total Agreement – Including Exhibit “A” and “B” Summary of Fees DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 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 policy(ies) must have ADDITIONAL INSURED provisions or 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 lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/29/2021 (701) 224-7047 25615 AVI Systems, Inc. 8019 Bond Street Lenexa, KS 66214 25658 20281 25674 A 1,000,000 630-6P418787 4/1/2021 4/1/2022 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000B 810-6P420390 4/1/2021 4/1/2022 25,000,000C 93650979 4/1/2021 4/1/2022 25,000,000 0 D UB-6P809829 4/1/2021 4/1/2022 1,000,000 1,000,000 1,000,000 D Technology E&O ZPL-16N78588 4/1/2021 Occurrence/Aggregate 7,000,000 The City of Carlsbad/CMWD is included as an Additional Insured on a Primary/Non-contributory basis re General Liability and Auto Liability as per written contract. Waiver of Subrogation is in favor of the additional insured re General Liability as required by written contract. 30-day Notice of Cancellation applies in favor of Additional Insured. City of Carlsbad / CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 AVISYST-01 LBENTZ Choice Insurance 207 E Front Ave Bismarck, ND 58504 Lesley Bentz l.bentz@insurewithchoice.com Charter Oak Fire Insurance Company Travelers Indemnity Company Federal Insurance Company Travelers Property Casualty Company of America X 4/1/2022 X X X X X X X DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 -- WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)- POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: DATE OF ISSUE: 4 1 2020 ST ASSIGN: UB -6P809829 Any person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 Policy Number: 630 6P418787 DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 DocuSign Envelope ID: B6B2C642-E339-4BED-BB70-3E0EFA4C85C5 Tracking # 2020-PSA2/IT13 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 2 TO AMEND AGREEMENT FOR CITYWIDE AUDIO-VISUAL SUPPORT SERVICES AVI SYSTEMS, INC. This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 20___, amending the agreement dated July 11, 2018 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and AVI Systems, Inc, (“Contractor") (collectively, the “Parties”) for Citywide Audio-Visual support services. RECITALS A. On July 11, 2018, the Parties executed the Agreement for Citywide Audio-Visual support services; and B. On June 27, 2019, the Parties executed Amendment No. 1 to extend and amend the Agreement for a period of 3 years and to alter the facilities included in the Agreement; and C. The Parties desire to alter the Agreement’s scope of work to include unscheduled professional services as described in Exhibit A; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby amended to include unscheduled professional services as describe in Exhibit A for a period ending on July 10, 2022, with a not-to-exceed amount of twenty-five thousand ($25,000) per Agreement year and a not to exceed amount of two hundred, eighty-four thousand, five hundred, thirty-seven dollars ($284,537) per contract year, for a total of eight hundred, fifty-three thousand, six hundred, twelve dollars ($853,612). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// DocuSign Envelope ID: B8B5342B-9435-4788-91B6-2187D771BA71DocuSign Envelope ID: A3110FB6-A1AC-4040-B8E6-1303A7A7EAE8 20October 19th Tracking # 2020-PSA2/IT13 City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Assistant City Manager (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: B8B5342B-9435-4788-91B6-2187D771BA71 David Bunting AVP Christopher Mounts Chief Financial Officer DocuSign Envelope ID: A3110FB6-A1AC-4040-B8E6-1303A7A7EAE8 for Tracking # 2020-PSA2/IT13 City Attorney Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE INTEGRATION SCOPE OF WORK A. SUMMARY: The City of Carlsbad has asked AVI Systems to provide the following services for the City of Carlsbad. Services will be provided by AVI Systems per request by the City of Carlsbad: Special Meetings Support –Week Days (M-F): Should the City of Carlsbad require on-site support for special city meetings not included in the original Agreement date dated July 11, 2018, AVI will send a technician on a per need basis for a rate of $125.00 per/hour. AVI will need an 8 business hour advanced notice for ad-hoc meetings. For any meeting cancelations the City must notify AVI with an 8 business hour advanced notice. Weekend Support—Weekends (S-S): Should the City of Carlsbad require on-site support on a weekend for special city meetings not included in the original Agreement date dated July 11, 2018, AVI will send a technician on a per need basis for a rate of $185.00 per/hour. AVI will need an 8 business hour advanced notice for weekend support. For any meeting cancelations the City must notify AVI with an 8 business hour advanced notice. Fee The annual fee for the above services will not exceed $25,000 per Agreement year. Summary of Fees PRO Support On-Site Support $697,612.00 $81,000.00 Shipping & Handling $0.00 Tax $0.00 Total $778,612.00 Unscheduled Professional Services Year 1 $25,000.00 Unscheduled Professional Services Year 2 $25,000.00 Unscheduled Professional Services Year 3 $25,000.00 Grand Total $853,612.00 DocuSign Envelope ID: B8B5342B-9435-4788-91B6-2187D771BA71DocuSign Envelope ID: A3110FB6-A1AC-4040-B8E6-1303A7A7EAE8 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 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 policy(ies) must have ADDITIONAL INSURED provisions or 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 lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/30/2020 (701) 224-7047 25615 AVI Systems, Inc. 8019 Bond Street Lenexa, KS 66214 25674 A 1,000,000 630 6P418787 4/1/2020 4/1/2021 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A 810-6P420390 4/1/2020 4/1/2021 25,000,000B CUP 6P422499 4/1/2020 4/1/2021 25,000,000 0 B UB 6P809829 4/1/2020 4/1/2021 1,000,000 N 1,000,000 1,000,000 B Tech E&O ZPL 16N78588 4/1/2020 Occurrence/Aggregate 7,000,000 The City of Carlsbad/CMWD is included as an Additional Insured on a Primary/Non-contributory basis re General Liability and Auto Liability as per written contract. Waiver of Subrogation is in favor of the additional insured re General Liability as required by written contract. 30-day Notice of Cancellation applies in favor of Additional Insured. City of Carlsbad / CMWD 1635 Faraday Avenue Carlsbad, CA 92008 AVISYST-01 LBENTZ Choice Insurance 207 E Front Ave Bismarck, ND 58504 Lesley Bentz l.bentz@insurewithchoice.com Charter Oak Fire Insurance Company Travelers Property Casualty Company of America X 4/1/2021 X X X X X X X X X DocuSign Envelope ID: B8B5342B-9435-4788-91B6-2187D771BA71DocuSign Envelope ID: A3110FB6-A1AC-4040-B8E6-1303A7A7EAE8 DocuSign Envelope ID: C4F9A39E-10AA-45C0-9758-97823EB86BF8 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR CITYWIDE AUDIO-VISUAL SUPPORT SERVICES AVI SYSTEMS, INC. \,-jf'is Amendment No. 1 is entered into and effective as of the J7fJ? day of LC)(,? , 20J.3_, extending and amending the agreement dated July 11, 2018 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and AVI Systems, Inc, ("Contractor") (collectively, the "Parties") for Citywide Audio-Visual support services. RECITALS A. On July 11, 2018, the Parties executed the Agreement for Citywide Audio-Visual support services; and B. The Parties desire to alter the Agreement's scope of work and alter the facilities that are listed in Exhibit A; and C. The Parties desire to extend the Agreement for a period of three (3) years; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of three years ending on July 10, 2022, not-to-exceed two hundred, fifty-nine thousand, five hundred, thirty-seven dollars ($259,537) per contract year, for a total of seven hundred, seventy-eight thousand, six hundred, twelve dollars ($778,612). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 June 25, 2019 Item #5 Page 7 of 55 DocuSign Envelope ID: C4F9A39E-10AA-45C0-9758-97B23EB86BF8 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By: ;,/f Sf6t-kur (sign here) Jeff Stoebner President & CEO (print name/title) By: ~~ CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: (sign here) ~~RBARA ENGLESON chief Financial offic~ City Clerk Randi Borth (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney sv/14.,0 = ===- Assistant City Attorney City Attorney Approved Version 1 /30/13 2 June 25, 2019 Item #5 Page 8 of 55 EXHIBIT"A" SCOPE OF SERVICES AND FEE PRODUCTS AND SERVICES SUMMARY Contract#: GS-35F-0230X PRO Support On-Site Support Shipping & Handling Tax Grand Total SYSTEM SUPPORT SERVICES TO BE PROVIDED System Recertification $697,612.00 $81,000.00 $0.00 $0.00 $778,612.00 • Provides services to perform two on-site scheduled recertification sessions per year using AVI Systems, lnc.'s "System Recertification Checklist and Record". Tentative month of 1st Recert visit: April. Tentative month of 2nd Recert visit: October. Training • Provides unlimited on-site operator training to assure any new and/or existing system users understand the system functionality. Asset Tracking • Provides informational management of the system's individual electronic components • Provides reporting of description, model, serial numbers, in-service dates, and physical location Systems Support • • • • • • • • Provides Priority Support by phone Provides Priority Support onsite to perform troubleshooting to localize and diagnose faults where the onsite location is within 60 miles of an AVI Service Center Provides repair or rep lacement of faulty equipment -excluding Obsolete Equipment (defined below) Provides materials and repair parts -excluding Consumables (defined be low) Provides Software Updates Provides Loaner Equipment including table top projectors and flat screen monitors under 50" Provides for recycling of equipment covered in a system or consumables with no additional fees Includes coverage for shipping to/from manufacturer for equipment sent to for warranty diagnosis, repair or exchange CITY OF CARLBAD SUPPORT SERVICES TO BE PROVIDED The City of Carlsbad is seeking enterprise wide Audio Visual (AV) onsite support for most of the city offices and facilities as noted below. 1. City Council Chambers and City Manager's Office 1200 Carlsbad Village Drive, Carlsbad 2. City Administration office 1635 Faraday Ave, Carlsbad · 3. Emergency Operations Center (EOC) Safety Center 2560 Orion Way, Carlsbad 4. Police Department 2560 Orion Way, Carlsbad 5. Fire Station #5 2540 Orion Way, Carlsbad 6. Safety Training Center 2750 Orion Way, Carlsbad 7. Alga Norte Aquatics Center 6565 Alicante Road, Carlsbad 8. Cole Library 1200 Carlsbad Village Drive, Carlsbad City Attorney Approved Version 1/30/13 3 June 25, 2019 Item #5 Page 9 of 55 9. Learning Library 3368 Eureka Place, Carlsbad 10. Water District Offices 5950 El Camino Real, Carlsbad 11. Senior Center I Parks and Recreation Headquarters 799 Pine Ave, Carlsbad 12. Calavera Hills Community Center 2997 Glasgow Drive, Carlsbad 13. Stagecoach Community Center 3420 Camino De Los Coches, Carlsbad 14. Monroe Aquatics Center 3401 Monroe Street, Carlsbad 15. Dove Library/Schulman Auditorium/Gowland Conf. Room 1775 Dove Lane, Carlsbad 16. Leo Carrillo Ranch 6200 Flying Leo Carrillo Lane, Carlsbad 17. City Parks & Recreation Maintenance Trailer across the street from City Hall 1200 Carlsbad Village Drive, Carlsba.d 18. Communications House by City Hall 1200 Carlsbad Village Drive, Carlsbad Priority Levels: Priority 1: Onsite service hours Monday through Friday 8am -5pm PT Provide onsite support labor within 1-2 hours from when the original service call was placed with AVI Single Point of Contact (SPOC) Alejandro Reyes-AVI Service Supervisor Phone: 858-653-4314 E-Mail: alejandro.reyes@avisystems.com Priority 2: Onsite service hours Monday through Friday 8am -5pm PT Provide onsite support labor within 24 hours from when the original service call was placed with AVI Single Point of Contact (SPOC) Alejandro Reyes-AVI Service Supervisor Phone: 858-653-4314 E-Mail: alejandro.reyes@avisystems.com Priority 3: Onsite service hours Monday through Friday 8am -5pm PT Provide onsite support labor within from when the original service call was placed with AVI Single Point of Contact (SPOC) Alejandro Reyes-AVI Service Supervisor Phone: 858-653-4314 E-Mail: alejandro.reyes@avisystems.com City Facilitv/Location Priority Level/SLA 1. City Council Chambers and City 1 Manager's Office at 1200 Carlsbad Villaqe Drive, Carlsbad 2. City Administration Offices 1635 2 Faraday Ave Carlsbad 3. Emergency Operations Center (EOC) 1 2560 Orion Way Carlsbad 4. Safety Tra ining Center 5750 Orion 2 Street, Carlsbad 5. Police Station 2560 Orion Way, 2 Carlsbad 6. Fire Station #5 2540 Orion Way, 2 Carlsbad 7. Cole Library 1200 Carlsbad Village 2 Drive Carlsbad City Attorney Approved Version 1/30/13 4 June 25, 2019 Item #5 Page 10 of 55 8. Alga Norte Aquatics Center 6565 Priority 1 (May-September, 7 Days a weekt Alicante Road, Carlsbad 9am-4pm) Priority 3 (October-April) 9. Leaming Library 3368 Eureka Place, 2 Carlsbad 10. Water District Office 5950 El Camino 2 Real Carlsbad 11. Senior Center I Parks Recreation 2 Headquarters 799 Pine Ave, Carlsbad 12. Calavera Hills Community Center 2997 3 Glasqow Drive. Carlsbad 13. Stagecoach Community Center 342.0 3 Camino De Los Caches. Carlsbad 14. Monroe Pool 3401-Monroe Street, 3 Carlsbad 15. Dove Library/Schulman/Gowland Conf. 1 room 1775 Dove Lane. Carlsbad 16. Leo Carrillo Ranch 6200 Flying Leo 3 Carrillo Lane. Carlsbad 17. Parks & Recreation Maintenance Trailer 3 across the street from city hal I 1200 Carlsbad Village Drive, Carlsbad 18. Communications House by city hall 2 1200 Carlsbad Villaae Drive Carlsbad AVI Systems will provide Pro Support coverage for the following Customer Furnished A/V equipment procured and installed by other vendors and AVI Systems: City Attorney Approved Version 1/30/13 5 June 25, 2019 Item #5 Page 11 of 55 Council Chambers/City Manager's Office MATERIAL Production Room swagit Broadcast Box CISCO2821 TFTX1431AHM6 CISCO CATALYST 2960 SERIES SI CISCO INLET TECHNOLIGIES VC-1 SD ENCODER 3 BANK OF MONITORS DEL VCAM BITTREE 48 PORT PATCH BAY TightRope CG330 Carousel For Broadcast TightRope SXLEHD Broadcast Video Server Radiant communications encoder TX Radiant communications encoder RX AMX DXUNK lvlultiformat-RX AlilX DXLINK Multiformat-TX Black Magic MultNiew 16 Black Magic SMART Video Hub 20X20 Vaddio UNIVERSAL CCU VADDIO TELE TOUCH 22 Vaddio Robosl1ot 30 HD PTZ Camera Matrox Convert DV! Plus Vaddio Production View HD-SDI MV BLACK MAGIC Smartscope Duo 4K Monitors JVC BLURAY RECORDER SR-HD2500 MIDDLE ATLANTIC PRODUCTS POWER CONDITIONER SAMSUNG 48" MONITOR Black Magic SDI to HDlvll Converter Black Magic Mini Converter Audio to SDI Blackmagic Audio Monitor BLACK MAGIC SDI to Analog Converter SAMSUNG 22" MONITORS SAMSUNG 65" Displays COMPIX CONVERG1 HD Broadcast Graphics System Kramer SDI DA Kramer Audio DA Ailona HDMI 1X2 DA mas Rack: UHF Antenna/Power Distriptuion System UA844 Shure QLXD4 Shure UA830USTV In-Line Antenna Amp Listen Tech Hearing Loop Receiver Ampetronic Induction Loop Driver I LD1 00OG (Assisted listening controller) Cisco Switch Catalyst 2960G AMX MXA-MPL (Touch Pannel Controller) (X3) AMX Netlinx Power Supply AMX 12 Module Connection Port Table Box AMX NETLI NX NX-3200 (MAIN AMX CONTROLLER) NETLINKXTPI_PRO_2 DVI (Voteing Controller) TVONE C2-2655 Scan Converter PLUS AMX 16X16 MatrD< ENOVA OGX 16 "55" Planar Video Wall system (X2) (8) 55" Planar Monitors (2) Quad Control!er Modules (2) Power Supply Modules Tesira ex-Logic Biamp MANUFACTURER Swagit Cisco Cisco Cisco DelvCAM Bittree TightRope TightRope Radiant Communications Radiant Communications AMX AMX Black Magic Black Magic Vaddio Vaddio Vaddio r-l!atrox Vaddio Black Magic JVC Middle Atlantic Samsung Black Magic Black Magic Black Magic Black Magic Samsung Samsung Compix Kramer Kramer Allena Shure Shure Shure listen Tech Ampertonic Cisco AlvlX AMX AMX AMX AMX TVONE AMX Planar Tesira Forte Tesira Forte 6 PART NUMBER nla 2821 2960 VC-1 MLCD56RM n/a CG330 SXLEHD nla nla DX-RX DXUnk DX-TXDXLink Multiview 16 SMART Video HUB 20x20 Universal CCU Tele Touch 22 Roboshot30 DVI Plus HS-SDI MV Smartscope Duo 4K SR-HD2500 n/a n/a Mini Converter SDI to HDMI 6G Mini Converter Auclio to SDI Blackmagic Audio Monitor Mini Converter SDI to Analog nla DM65D CONVERG1 HD VM-50V VM-50AN AT-HDDA-2 UA844 QLXD4 UA830USTV LP-IL-1 ILD1000G 2960G MXA-MPL Netlinx Power HPX-1200 NX-3200 TPI-PRO-2 DVI C2-2655 DGX16 MX55HDU EX-Logic QTY. 2 1 1 1 1 1 1 1 1 1 3 4 1 1 4 1 4 1 1 1 1 1 1 1 1 1 1 5 2 1 4 2 1 1 1 3 1 1 1 1 1 1 2 3 2 City Attorney Approved Version 1 /30/13 June 25, 2019 Item #5 Page 12 of 55 Tesira Forte AVB Cl Tesira Forte AVBCI Tesira Forte AVB Tl Motu AVBTI Motu AVB Switch Crown 9305 Crown AMP CT 475 Crown CT475 Crown AMP CTs 4200A Crown CTs 4200A Crown AMP CT875 Kenwood CT875 9 Kenwood SpeaKers Tannoy NIA 7 Tannoy SpeaKers Shure CVS8 11 Shure MX415R Gooseneck Mies Shure MX415R 4 Shure MX418D Gooseneck Table Mies AMX MX418D/C 3 AMX MST-1001 Touch Panel (X3) Brightline MST-1001 1 DALI pushbutton control station DCS-8-DALI Ceiling Microphone Shure MXA910 Ci.ty Managers Conference Room 75" Display Samsung UN751v1U8000 Barco Click Share Barco CSE-200 sxso Video Conferencing system Cisco CTS-SX80-K9 City Managers Floating Projector Projector Epson H552F City Offices Foyer Samsung Display Samsung n/a Bright Sign Player Tightrope n/a Faraday MATERIAL MANUFACTURER PART NUMBER QTY. IT Conference Room: Cisco SX-20 Cisco SX-20 Polycom CX5100 Polycom CX5100 Samsung 65"1080p TV Samsung nla Barco ClickShare CSE-200 with 2 Pucks Barco CSE-200 AtlonaAT-HDVS-TX-v\lP Atlona AT-HDVS-TX-WP IT Media Room 289 Samsung 55" TV Samsung nta 1 Extron HDMI auto SWltch S\"/4 Extron SW4 1 Extron HDMI Show Me Cables Extron HDMI SM 4 Computer Training Room Epson PRO L 11 DOU Epson Pro L1100U Barco ClickSllare CSE-200 With 2 Pucks Barco CSE-200 Room 211 Computer Server Room Broadcast server (parks training center) Tightrope CG-330 IT Breakout Room Samsung 55" TV Samsung nla Atlona AT-HDVS-TX-WP Atlona AT-HDVS-TX-WP Room247 Epson Powerlite 1815p Projector Epson Powertite 1815p 6' DALITE SCREEN Dalite nla Rooms 257/126/218/170 Samsung 75" TV Samsung n/a Barco ClickShare CSE-200 with 2 Pucks Barco CSE-200 Room 150 Samsung 32''TV Samsung nla Aries RF Converter to HDMI Aries n!a HR Conference Room 202 Samsung 75" TV Samsung n/a Cisco SX-20 Cisco SX-20 Barco ClickSllare CSE-200 with 2 Pucks Barco CSE-200 173A Divisible Room Sony VPLFWZ60 5k lumen Projector Sony VPLFWZ60 Barco ClickSllare CSE-200 with 2 Pucks Barco CSE-200 City Attorney Approved Version 1/30/13 7 June 25, 2019 Item #5 Page 13 of 55 VSH/DVD Player DVD-V9700 Samsung V9700 1 Shure SCM810 8 Channel Mixers Shure SCM810 2 Crown AMP 1160a Crown 1160 1 173B Divisible Room Epson PRO L 11 oou Epson L 1100U Barco ClicKShare CSE-200 With 4 Pucl<S Barco CSE-200 Room 240 55" Samsung TV on wall attached to pc Samsung n/a 1st Floor CED 55" Samsunq TV Samsunq n/a EOC MATERIAL MANUFACTURER PART NUMBER QTY. Room3(EOC) Pioneer 55" (2) Pioneer n/a 2 Touch Table 55" TV (2) Touch Table n/a 2 8' Da-lite Projection Screen Da-Lite nla 1 27" RCA C TV (old TUBE) RCA nla 1 Epson 1815 Projector (2) Epson 181 5 2 NEC M332W Projector NEC M332W 1 Epson PRO L 11 oou Epson L1 100U 1 (1) 8' Dropdown Da-Lite Screen for Epson Pro Projector Da-Lite n/a 1 Barco Clicl<Share CSE-200 With 2 pucks Barco CSE-200 1 Room2 Samsung 75" TV (2) Samsung MU8000 2 Barco ClickShare CSC-1 with Pucks (4) Barco CSC-1 1 Room1 Projector epson 112oou 8k projector Epson L1200U 1 Crestron Control Not Connected Crestron n\a 1 Wireless Mies (2) -Module ULX-G4 Shure ULX-G4 2 Floor Boxes for AV connectivty n/a n/a 6 Kramer video swi1cher Kramer nta 1 Crown Amp Crown 4600 1 Barco ClickShare CSE-200 with 2 pucks Barco CSE-200 1 Samsung 98" TV Samsung nta 1 Barco ClickShare CSE-800 v,,ith 8 Pucks Barco CSE-800 1 Crestron MC2W 1 EXTRON 8 INPUT SWITCHER 1 EXTRON DVS-204 1 EXTRON VIDEO/ AUDIO 1 SONY DfSTRIBLJTION 1 RDR-VXD655 Police & Fire Executive Conference Room Samsung nta Samsung 82" 4k TY Barco CSE-200 Barco ClickShare CSE-200 With 2 pucks Fire Station #5 MATERIAL MANUFACTURER PART NUMBER QTY. Samsung 8000 UN82MU8000 82" 2160p LED-LCD TV -SAMSUNG UN82MU8000FXZA 16:9 -4K UHDTV -Black -ATSC-3840 x 2160 43"LED Flat ULTRA HDTV,3840X2160,4k, 120Hz,Smart SAMSUNG UN43KU6300F TV W/WiFi,3-HDMl,2-USB soundbar Mount Black SANUS SA405B1 2 Saros® Sound Bar 200, Powered, Black CRESTRON SAROS SB--200-P-B 2 Articulating mount for 47-80" TBC CONSOLES AM175 S\'lingout Arm (MD) PREMIER MOUNTS AM65 CRESTRON® Certified HDMI® Interface Cable, 18 Gbps, CRESTRON CBL-HD-3 3 ft (0.91 m) City Attorney Approved Version 1 /30/13 8 June 25, 2019 Item #5 Page 14 of 55 Council Meetings Onsite :Support Requirements: The Cm.mcil meetings require onsa1le support ·1 hour prior lo U1e sf art of the meetings to tes1i aill equiprn,e;nt p:rior to tile sclledwited meeli11g start time and Uu-oughout. Hle mee1iing we requ[re an AV i ecllill&ci.:in to be onsne to assist our staff wittl aniy AV needs during the meseting. AVI 1uill ad as a r,epresent.aw;e of the ,city working with AV vendors. During the n11eetirugs, any issues must be reported irnmediate:ty kl lhe approp:riate cifiJ staff. 0111 the foU011iing business day, lllese 1issu:es v11ill be reported to, Rllltihann Pear1man at Rulhann.Pear1man@car1sbadca.gov_ The report must ,con1ain delails of the issue,(s) and necessary follow-up•. Ttie Cil'f Collmcil generall~r meets three times a monUi, tuire on Tuesdai,1s at fi p.m. amj once al 9 a. m. Please see the Council caJendar for th.e dates and localf□ns ofl.lJlconting meetings,. The point of co:ntact for Council M'.eeting,s fs Shelia Cobian City C!erlk Services iMgr, Polic}r & Leadership Records, Pl11one: 760-434-2917 Email: Sheira.Cobfan@carlsbadca.gov The CoUJm:il meetin;gis are a Ptrtortty l SL.A. regard]ess ,of tihe· locatiion or facimy it is being !held 3,t_ AVI will re o:ns'ile to support aa Cou:neil rnee:tin:gs regardless ofi th:e Ho~Mon a111d will co:nlinu:e to treat Cm.111cin meelrngs as a pliof'it!J 1 SLA regarclless oftlhe fiacillty ·they are using ·10 conduct ilhe Counci'I meetings. Planning Meeting On site Support Requirements: The Cily Plannirng Meetings, requir•e -onsite s<upporli ·1 flour pmior to ithe s.tari of the mretill!J}S io test aa •eQiu'ipment prior to the sclledfillCfill meeting: start lime and lhr,crug'houl ilile meeting we require an AVlech:ni'Cian to, be onsite to ,assist City staff with an,y AV needs during the meeting. AVI Vi'ill act as a repreSfflltalwve of the city working \\lith AV vendors. During the rneeting;s, an';' issues n111st be reported immediat-e/lt ro lhe appmp:riare CW/ staff. Oni the foaov,111g busrness day, lt:Jese issues will be reported m· Rl!ltiharm Pearlman at Rulhan11. Pearlman@carlsbadca.gov. The report must comain de!ails of tile iss--ue(s) an11 necessary follov,·-up,_ Regular meetings are held nhe ffirsl and third 1,1VoolnesdaiJ of eve1v momh :starting a1 6pm PT. The Cily potnt ,of contac1 for ttle Plainn1ng meet1ngs is Melissa Flores, Secretar/, Community & Economic Dev. Pllion:e: 76-0-602-4!6H Emalk Melissa. Flores@car1sbadca.gov The c:i1y iPJarmi111g Meetings .are a PriomiJ 1 SL.A r~a:rclless of the location or facility il is be,1ng held at A.VI wilJ be olliSite t,o support alJ Cwt Plann1ng Meetings r,egardtess oHltle location and will c-ontin11e to treat Gir/ P~anrung meetings. as ,a pri:o:rity 1' SLA reg,:udless of the f.a.dliPJ lhey are UlSirng l:o· CO'nduct the Ci.ty Planning meetings. The Cily •.vill r•e[!iuire de-sign and implemenlmi:On s,er.r~ces for an';' 11ew ,e.quipmernt, -or iffuey need replace existing: eq,uipmen:t. 'Meeting Caincellatiion: For anw Council MeeiEng .and RannJng meeting cimoella{rons, th,e CitiJ rnust notif;r AV! 1uifh an 311-usiness hour adv,anced notice. EOC: Support Requiirements if there Is an Emergency: \'l/11:en the EOG is activated in llhe eve111t of a111 emergenC'\I', A\11 will provide on~sil.e s.4.lpport witllJn 1-2 hours from wilen U-1e ori:ginail call ·was pl'.aced \Wh AV!. The follovting rares woukl ,appti1 and be birnool separarel~r a rate of $125.00 -per}bom weekdays (M-FJ,. allild $·185. 00 perlbm..1r wee&..--ends (s-s:1. Replacement of Exisang Equipment: Under the Ser~i ce· Contra.ct, AVE Syste111s will provide repair or replacement ot fal!llty ,e,q;uupment. 1/ilh~n a prece of e;q;uipmen~ is deemed as fm.1liil, AVE v.rm eng.age 1,vith llle equipment manmaclurerfm an adva:nced repf!acernent lfttie faullr1 eqllli!l]ment rs d!iscon,filrmecl, AVI wi□ pmvjde 1:he manufacturer rec-□mmended r,e,placemertti ilem. City Attorney Approved Version 1 /30/13 17 June 25, 2019 Item #5 Page 23 of 55 For any' new equipment or upgrades IJ.y AVti S,'st,erns matfe to tile City of Carlsbad offices and facilities lisl.ed, a proratecl support oos1 will be included on a per quote basiis lo bliing the n:ew equipment underneath Ille coverage dates of lhe pre-- existing cit'IJ wide service ,contract. Should 1he rn, of Carlsbml agree to pay ilhe pmratecl support cost provided 0111 AVI Systems quotes, the new equipment 1uill be covered llirncfer lhe coverage dates ofthe existing cit'}'wide service ,co111!r.acl. Addltional Buildi11gs: For an1y new buildings m facilities the Oirf of Carlsbad wouJd like to adcl under the ,covernge dates of the ,en:te,rpl"ise selivice contract, a support cost can be provided per a list of er;uipmenl! currenlty installed in ttie faciley. Should the Citi'J of Carlsbad agree to pay the support cos! provided by AVi S)tslems, Dle eq111ipmer1t1uill be covered t.mderil"le c.o\Jlerage dlates of ttie existing citywide service confr,act. Special Meeting.s Support -Week !Days ,(M-f): Sl1ouk'I the CifiJ ot Carlsbad require on-site Sl.lpporli for special cify meetings, AVI wm send a tectmician on a per need .basis for a rate of$125.00 perihom. AVE 1uill ne,oo an 8 business hour advanced notice for ad~hiic rneeting:s. f,or any mee'lin:g canceEations U1e Qj~, must notifiJ AVI wittl an 8 business hour advanced notice. Weekend Support-Weelkends ( S-S): Sl11ou1d the Git'J' of Cairfsbad require ,:m-:sire suppor1! 0111 a •meelkeond, AVI wm send .a technician: on a per 11eed !basis for a rale of $135.0JJ pe!ll'hour .. A.vi wfll need an 8 busi.ness hour .advam::ecl 111otice for weelkern:11 support for any meefulg cancetiatiol'lis !he Oily must notify AVI wil.h an 8 business imm advam:ed notice. Professional Service Requ1irernents: AVI Systems teciu1icianston-'Site representatr.res wrn al\•tays dress pmfessi:□nally, no, sandals, shorls, e!c. lectmicrans.!'011- site representatives will always we.ar an AVI logo, shirt when ons[te at a city location. Th.ey will t::..e lmo\!tledig:ea'ble about the cmes equipment and atvrnys act in ai professional manner. SYSTEM SUPPORT DEHNITIONS System -Oe1iined as I.he [terns listed in the Products artd Services Detai1 section of th:is .A.greemen:t ,or listed on an attacher! Equipment List •,'llittl ttie exception ofGons1..nnables and OiJsolete Equipmenl!. Priority Support-Means a□ work under AVJ Sll.llPPOrt ag,reements wii!h Customers is schedu[ed ahead of any ol!her on-- demand worik arn:I will ibe pro•.,i'ded based upon prioliify level as indicated wi1hu111 ~he Agreement. Recertificalf□:n -Means A.VI personnel iJ)fflorming the neressary cieal'liilllg, adjustments, f,um:tional tests, a1nd replacement of pats lo keep ilile equipment in good and efficient operaling wm::!ifion. ,!J,ny repairs. or operating instructions wiU be done at this lime. Remote Diagnosilics,-Means a s,e;r.,jce whereb~• remote ,calls made to commU1n:ic:ations ancl terrnin al ,eq;u:Jpment via. Cust0011,er provided analog line or IP connection fo determine netv,1ork and/or boaird-level failures and rerneoies. Onl'f available vihere equipment is capable and c<:iniigurei:! by AVI l.o provide same. Consumables -Meaoo parts sucih as recording media, baHel"ies, projection lamps and dis~ettes. Consumables ar,e parts th.at are not inclm::fedl under tlliis Agreement. Obsolete Eq·uip1nent -Defined as items (though possibly sti'lli in use) tihat ~ue outdated wi1h no mam..1racRurer support or pa:rls avaRa.lbi'.lity, or prooucis v,tjU, formal ,end of lite as defined b'y tl1eir manufacturer. Obsolete Equr;pment are parts ~hat are no1 include!:11 under this Agreement Loaner Equipmernl -Defined as table top lCD p:rojectors and fllat screen monitors under 50". Table fop profreciors are no1! integrated into a sy•stem. B at screen monitors 1nill be instatled 0111to a waaEI if r,ea.sonably possible. City Attorney Approved Version 1/30/13 18 June 25, 2019 Item #5 Page 24 of 55 AVISSA•:"' ISTOM AVI SYSTEJM:S learning; Libra!)£ -System 2 $12,331.00, Support .A1~reemeni-Year· Agreement AVISS.ACUSTOM AVI SYSTEMS Wate-T Dismet-isysfem 2 $~:Qir.oo, Suppc<rl .Ai~reemen.t-Year .!l,g;eement Nt/lSSACUSTOl\,1 A',/I SYSTElMS Senior Ce-:nter-S~stem 2 $ 4!;591.00 Suppcrt Agreement-Year Agreement AVISS.A.CUSTOM AV'I SYSTEMS l..eo Carrillo-SJs:tem 3 $ 0,395.00 Suppcrt Agre.emen.t-i Year ,A.greement AVJSS.A.C.. STOM AVI SYSTEMS Parks & Rec .. -Sjistem 2 $41,000.00 Support Agreement-Year Agreement AVISSAC STOM AVI SYSTEMS Cal:avera Hill:s Communmr 3 $924.00 Center--S.ystem Su pc<rl Agreement-1 Year Agreement AVISSACUSTOM AVI SYSTEMS Sta~coach Communitv 3 $924.00 Cent&-S,1rstem Support Agreement-1 Year Agreement N•/ISSAC STOM AVI SYSTMES Mcr.nroe Stre.et Pool-3 $924.0Q• System Su~□rt A eerr.ent- ·1 Year Agi;een.ent AVJSSAC STOl\,1 AVI SYSTEMS Oommu:niGati Cl'JlS-System 2 $'1.510.00 Suppcrt.A.greemenft-i Year Agreement AVJSSA!.::USTOM AVI SYSTE ,ts GowlandJ S:e:hulmantDo,'l!'e 1 52-:N/,3\?el.OO Library-System Support Agreement-·1 Ye.9r Agreement AVISSA>:::USTOM AVI SYSTEMS Pol'ice Degartment -2 $2,2eJ3.0Q, System Su~cr. Al:i es ;.enf- '1 YEar .A.greernent ON-SITE AVI SYSTEMS C01.JJ1cil Meetings-·1 Year :f,54!,0CO.OO On-Site S!11pp,::irt ON-SITE AVI SYSTEMS Ci~ Pfcanning Meetings-$27,000.001 Year On.-SiEe Sl!.lpport Total: $,TTS,,612.00 City Attorney Approved Version 1 /30/13 20 June 25, 2019 Item #5 Page 26 of 55 AGREEMENT FOR CITYWIDE AUDIO-VISUAL SUPPORT SERVICES AVI SYSTEMS, INC. AGR EMENT is made and entered into as of the / ~ day of ----~~-~~=---· 2018, by and between the CITY OF CARLSBAD, a municipal corporatio , VI SYSTEMS INC., an audio visual company, ("Contractor"). RECITALS A. City requires the professional services of AVI Systems, Inc., a vendor that is experienced in audio-visual technology. B. Contractor has the necessary experience in providing professional services and advice related to audio-visual technology. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first written above. The City Manager may amend the Agreement to extend it for three (3) additional one ( 1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the pro-support services, listed in Exhibit "A," to be performed during the initial Agreement term will be two hundred eighty-five thousand three hundred and sixty-four dollars ($285,364.00) and will be billed on a monthly basis. Additional support requested by the City, if any, shall be compensated based on the hourly rates listed in Exhibit "A." No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent ( 10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 9/27/17 July 10, 2018 Item #2 Page 6 of 29 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other vendors or contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus City Attorney Approved Version 9/27/17 2 July 10, 2018 Item #2 Page 7 of 29 line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1 .3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or City Attorney Approved Version 9/27/17 3 July 10, 2018 Item #2 Page 8 of 29 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontracto{s pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Barbara van Rekom Title Project Portfolio Manager Department Information Technology City of Carlsbad Address 1635 Faraday Ave Carlsbad, CA 92008 Phone No. 760-602-57 49 For Contractor Name Ryan Walsh Title AVI, Inc. Account Manager Address 7270 Trade Street, Suite 102 San Diego, CA 92121 Phone No. 858-653-4339 Email Ryan.Walsh@avisystems.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 9/27/17 4 July 10, 2018 Item #2 Page 9 of 29 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0No0 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe 'and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be non- binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party, upon tendering thirty (30) days written notice to the other party, may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work City Attorney Approved Version 9/27/17 5 July 10, 2018 Item #2 Page 10 of 29 performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 9/27 /17 6 July 10, 2018 Item #2 Page 11 of 29 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By: 'JfQ --rel~ ,'BCY\.ttv I C.FO \, (sign here) RA"-'D' Botz:rbl , cro (print name/title) By: #/ (l(gi,here) fin'~ w. y<A.,JeJ/ 1 AV P (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: City Mana er or May6r or Division Director as authorized by the City Manager ATTEST: ~~{fl ARBAENGLEsoN City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: ::uA Ad:/t:ttorney Assistant City Attorney City Attorney Approved Version 9/27/17 7 July 10, 2018 Item #2 Page 12 of 29 EXHIBIT "A" EXHIBIT "A" SCOPE OF SERVICES INVOICING AND PAYMENT TERMS AVI uses progress billing, and invoices for equipment and services allocated to the contract will be billed on a monthly basis. SERVICES TO BE PROVIDED SYSTEM SUPPORT SYSTEM SUPPORT SERVICES TO BE PROVIDED System Recertification • Provides services to perform two on-site scheduled recertification sessions per year using AVI Systems, lnc.'s "System Recertification Checklist and Record". Tentative month of 1st Recert visit: April. Tentative month of 2nd Recert visit: October. Training • Provides unlimited on-site operator training to assure any new and/or existing system users understand the system functionality. Asset Tracking • Provides informational management of the system's individual electronic components • Provides reporting of description, model, serial numbers, in-service dates, and physical location Systems Support • Provides Priority Support by phone • Provides Priority Support onsite to perform troubleshooting to localize and diagnose faults where the onsite location is within 60 miles of an AVI Service Center • Provides repair or replacement of faulty equipment -excluding Obsolete Equipment (defined below) • Provides materials and repair parts -excluding Consumables (defined below) • Provides Software Updates • Provides Loaner Equipment including table top projectors and flat screen monitors under 50" • Provides for recycling of equipment covered in a system or consumables with no additional fees • Includes coverage for shipping to/from manufacturer for equipment sent to for warranty diagnosis, repair or exchange CITY OF CARLBAD SUPPORT SERVICES TO BE PROVIDED The City of Carlsbad is seeking enterprise wide Audio Visual (AV) onsite support for most of the city offices and facilities as noted below. 1. City Council Chambers and City Manager's Office 1200 Carlsbad Village Drive, Carlsbad 2. City Administration office 1635 Faraday Ave, Carlsbad 3. Emergency Operations Center (EOC) Safety Center 2560 Orion Way, Carlsbad 4. Police Department 2560 Orion Way, Carlsbad 5. Fire Station #5 2540 Orion Way, Carlsbad 6. Safety Training Center 2750 Orion Way, Carlsbad 7. Alga Norte Aquatics Center 6565 Alicante Road, Carlsbad 8. Cole Library 1200 Carlsbad Village Drive, Carlsbad 9. Learning Library 3368 Eureka Place, Carlsbad 10. Water District Offices 5950 El Camino Real, Carlsbad 11. Senior Center I Parks and Recreation Headquarters 799 Pine Ave, Carlsbad City Attorney Approved Version 9/27/17 8 July 10, 2018 Item #2 Page 13 of 29 EXHIBIT "A" 12. Calavera Hi lls Community Center 2997 Glasgow Drive, Carlsbad 13. Stagecoach Community Center 3420 Camino De Los Caches, Carlsbad 14. Monroe Aquatics Center 3401 Monroe Street, Carlsbad 15. Dove Library/Schulman Auditorium/Gowland Cont. Room 1775 Dove Lane, Carlsbad 16. Leo Carrillo Ranch 6200 Flying Leo Carrillo Lane, Carlsbad 17. City Parks & Recreation Maintenance Trailer across the street from City Ha ll 1200 Carlsbad Village Drive, Carlsbad 18. Communications House by City Hall 1200 Carlsbad Vil lage Drive, Carlsbad 19. Pine Park 3333 Harding Street, Carlsbad Priority Levels: Priority 1: Onsite service hours Monday through Friday 8am -5pm PT Provide onsite support labor within 1-2 hours from when the original service call was placed with AVI Single Point of Contact (SPOC) Alejandro Reyes-AVI Service Supervisor Phone: 858-653-4314 E-Mail: alejandro. reyes@avisystems.com Priority 2: Onsite service hours Monday through Friday 8am -5pm PT Provide onsite support labor within 24 hours from when the original service call was placed with AVI Single Point of Contact (SPOC) Alejandro Reyes-AVI Service Supervisor Phone: 858-653-4314 E-Mail: alejandro.reyes@avisystems.com Priority 3: Onsite service hours Monday through Friday 8am -5pm PT Provide onsite support labor within from when the original service call was placed with AVI Single Point of Contact (SPOC) Alejandro Reyes-AVI Service Supervisor Phone: 858-653-4314 E-Mail: alejandro.reyes@avisystems.com City Facility/Location Priority Level/SLA 1. City Council Chambers and City 1 Manager's Office at 1200 Carlsbad Villaqe Drive, Carlsbad 2. City Administration Offices 1635 2 Faraday Ave, Carlsbad 3. Emergency Operations Center (EOC) 1 2560 Orion Wav, Carlsbad 4. Safety Training Center 5750 Orion 2 Street, Carlsbad 5. Police Station 2560 Orion Way, 2 Carlsbad 6. Fire Station #5 2540 Orion Way, 2 Carlsbad 7. Cole Library 1200 Carlsbad Vi llage 2 Drive, Carlsbad 8. Alga Norte Aquatics Center 6565 Priority 1 (May-September, 7 Days a week, Alicante Road, Carlsbad 9am-4pm) Priority 3 (October-April) City Attorney Approved Version 9/27/17 9 July 10, 2018 Item #2 Page 14 of 29 EXHIBIT "A" 9. Learning Library 3368 Eureka Place, 2 Carlsbad 10. Water District Office 5950 El Camino 2 Real, Carlsbad 11. Senior Center I Parks Recreation 2 Headquarters 799 Pine Ave, Carlsbad 12. Calavera Hills Community Center 2997 3 Glasqow Drive, Carlsbad 13. Stagecoach Community Center 3420 3 Camino De Los Caches, Carlsbad 14. Monroe Pool 3401 Monroe Street, 3 Carlsbad 15. Dove Library/Schulman/Gowland Conf. 1 room 1775 Dove Lane, Carlsbad 16. Leo Carrillo Ranch 6200 Flying Leo 3 Carrillo Lane, Carlsbad 17. Parks & Recreation Maintenance Trailer 3 across the street from city hall 1200 Carlsbad Villaqe Drive, Carlsbad 18. Communications House by city hall 2 1200 Carlsbad Village Drive, Carlsbad 19. Pine Park 3333 Harding Street, 3 Carlsbad -opening Spring 2018 - 5/19/18 AVI Systems will provide Pro Support coverage for the following Customer Furnished AN equipment procured and installed by other vendors and AVI Systems: Council Chambers/City Manager's Office MATERIAL Production Room Swagit Broadcast Box CISC02821 TFTX1431AHM6 CISCO CATALYST 2960 SERIES SI CISCO INLET TECHNOLIGIES VC-1 SD ENCODER 3 BANK OF MONITORS DELVCAM BITTREE 48 PORT PATCH BAY TightRope CG330 Carousel For Broadcast TightRope SXLEHD Broadcast Video Server Radiant communications encoder TX Radiant communications encoder RX AMX DXLINK Multiformat-RX AMX DXLINK Multiformat-TX Black Magic MultiView 16 Black Magic SMART Video Hub 20X20 Vaddio UNIVERSAL CCU VADDIO TELE TOUCH 22 Vaddio Roboshot 30 HD PTZ Camera Matrox Convert DVI Plus Vaddio Production View HD-SDI MV BLACK MAGIC Smartscope Duo 4K Monitors JVC BLURA Y RECORDER SR-HD2500 MIDDLE ATLANTIC PRODUCTS POWER CONDITIONER SAMSUNG 48" MONITOR Black Magic SDI to HDMI Converter Black Magic Mini Converter Audio to SDI Blackmagic Audio Monitor BLACK MAGIC SDI to Analog Converter SAMSUNG 22" MONITORS SAMSUNG 65" Displays COMPIX CONVERG1 HD Broadcast Graphics System MANUFACTURER Swag it Cisco Cisco Cisco DelvCAM Bittree TightRope TightRope Radiant Communications Radiant Communications AMX AMX Black Magic Black Magic Vaddio Vaddio Vaddio Matrox Vaddio Black Magic JVC Middle Atlantic Samsung Black Magic Black Magic Black Magic Black Magic Samsung Samsung Comp ix Kramer 10 PART NUMBER QTY. n/a 2 2821 1 2960 1 VC-1 1 MLCD56RM 1 n/a 1 CG330 1 SXLEHD 1 n/a 1 n/a 1 DX-RX DXLink 3 DX-TX DXLink 4 Multiview 16 1 SMART Video HUB 20x20 1 Universal CCU 4 Tele Touch 22 1 Roboshot 30 4 DVI Plus 1 HS-SDI MV 1 Smartscope Duo 4K 1 SR-HD2500 1 n/a 1 n/a 1 Mini Converter SDI to HDMI 1 6G 1 Mini Converter Audio to SDI 1 Blackmagic Audio Monitor 1 Mini Converter SDI to Analog 5 n/a 2 DM65D 1 CONVERG1 HD 1 City Attorney Approved Version 9/27/17 July 10, 2018 Item #2 Page 15 of 29 EXHIBIT "A" Kramer SDI DA Kramer VM-50V Kramer Audio DA Atlona VM-50AN Atlona HDMI 1X2 DA AT-HDDA-2 Dias Rack: Shure 1 UHF Antenna/Power Distriptuion System UA844 Shure UA844 4 Shure QLXD4 Shure QLXD4 2 Shure UA830USTV In-Line Antenna Amp Listen Tech UA830USTV 1 Listen Tech Hearing Loop Receiver Ampertonic LP-IL-1 1 Ampetronic Induction Loop Driver ILD1 OOOG (Assisted Cisco ILD1000G 1 listening controller) AMX 2960G 3 Cisco Switch Catalyst 2960G AMX MXA-MPL 1 AMX MXA-MPL (Touch Pannel Controller) (X3) AMX Netlinx Power \ AMX Netlinx Power Supply AMX HPX-1200 1 AMX 12 Module Connection Port Table Box AMX NX-3200 1 AMX NETLINX NX-3200 (MAIN AMX CONTROLLER) TV ONE TPI-PR0-2 DVI 1 NETLINKX TPI_PR0_2 DVI (Voteing Controller) AMX C2-2655 1 TVONE C2-2655 Scan Converter PLUS Planar DGX16 2 AMX 16X16 Matrix ENOVA OGX 16 MX55HDU "55" Planar Video Wall System (X2) (8) 55" Planar Monitors (2) Quad Controller Modules (2) Power Supply Modules Tesira Forte 3 Tesira ex-Logic Biamp Tesira Forte EX-Logic 2 Tesira Forte AVB Cl Tesira Forte AVBCI 1 Tesira Forte AVB Tl Motu AVB Tl 1 Motu AVB Switch Crown 9305 1 Crown AMP CT475 Crown CT475 1 Crown AMP CTs 4200A Crown CTs 4200A 1 Crown AMP CT875 Kenwood CT875 9 Kenwood Speakers Tannoy N/A 7 Tannoy Speakers Shure CVS8 11 Shure MX415R Gooseneck Mies Shure MX415R 4 Sh ure MX418D Gooseneck Table Mies AMX MX418D/C 3 AMX MST-\001 Touch Panel (X3) Brightline MST-1001 1 DALI pushbutton control station DCS-8-DALI City Managers Conference Room 75" Display Samsung UN75MU8000 Barco Click Share Barco CSE-200 SX80 Video Conferencing System Cisco CTS-SX80-K9 City Managers Floating Projector Projector Epson H552F City Offices Foyer Samsung Display Samsung n/a Bright Sign Player Tightrope n/a Faraday MATERIAL MANUFACTURER PART NUMBER QTY. IT Conference Room: Cisco SX-20 Cisco SX-20 Polycom CX5100 Polycom CX51 00 Samsung 65"1080p TV Samsung n/a Barco ClickShare CSE-200 with 2 Pucks Barco CSE-200 Atlona AT-HDVS-TX-WP At Iona AT-HDVS-TX-WP IT Media Room 289 Samsung 55" TV Samsung n/a 1 Extron HDMI auto Switch SW4 Extron SW4 1 Extron HDMI Show Me Cables Extron HDMI SM 4 Computer Training Room Epson PRO L 11 OOU Epson Pro L1100U Barco ClickShare CSE-200 With 2 Pucks Barco CSE-200 City Attorney Approved Version 9/27/17 11 July 10, 2018 Item #2 Page 16 of 29