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Contract - First Impulse - 2016-10-11 AGREEMENT FOR AUDIO VISUAL SYSTEM AT HEADQUARTERS 290 PAULARINO AVENUE First Impulse This Agreement ("AGREEMENT") is made and effective as of 10-11-2016 , 2016, between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and First Impulse, a California Corporation ("CONSULTANT"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This AGREEMENT shall commence on October 10, 2016, and shall remain and continue in effect until tasks described herein are completed, unless sooner terminated pursuant to the provisions of this AGREEMENT. 2. SERVICES The SERVICES to be provided are more particularly described in the Scope of Services attached hereto as Exhibit"A" and incorporated herein by reference. 3. PERFORMANCE CONSULTANT shall perform all SERVICES under this AGREEMENT in a skillful and competent manner, consistent with the standards generally recognized as being employed by consultants in the same discipline in the State of California and consistent with all applicable laws. CONSULTANT shall provide DISTRICT its work product in "turnkey" form. DISTRICT reserves the right to perform reasonable testing of CONSULTANT's work product before accepting the same. CONSULTANT shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 4. COMPENSATION Compensation for the SERVICES shall be based on the actual amount of time spent in adequately performing the SERVICES and unless expressly agreed in a written change order in advance by DISTRICT, the cost to DISTRICT for the SERVICES shall not exceed forty three thousand six hundred ninety six dollars ($43,696). The written change order requirement cannot be waived. Failure to submit a written change order and receive written approval by the DISTRICT prior to performing extra work shall constitute a waiver of a claim for additional time or compensation. 1 PSA 30U 12 10 Invoices shall be submitted to DISTRICT monthly as performance of the SERVICES progresses. DISTRICT shall review and pay the approved charges on such invoices in a timely manner. SERVICES on the PROJECT shall begin immediately and be completed by November 11, 2016, unless extended by DISTRICT in writing. 5. PREVAILING WAGES CONTRACTOR understands that this job, if over One Thousand Dollars ($1,000.00) in value and not exempt, requires compliance with the prevailing wage law. (Labor Code §§ 1720 et seq.) As such, DISTRICT will ascertain the prevailing wages to be paid on this job from the Director of Industrial Relations. Said amounts are listed at http://www.dir.ca.gov/dlsr/pwd/index.htm. CONTRACTOR agrees to pay prevailing wages and maintain prevailing wage records regarding those payments. CONTRACTOR is also required to comply with the apprentice requirements. CONTRACTOR shall defend, indemnify, and hold the DISTRICT, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. CONTRACTOR recognizes that state law makes eight (8) hours a day's work, and any worker working in excess of that time must be paid overtime. (Labor Code § 1813.) CONTRACTOR acknowledges that if required, it must be registered with the Department of Industrial Relations to perform this work and affirms that it is registered. CONTRACTOR agrees to submit electronic payroll information unless this requirement is suspended by the DIR. District will file a PWC 100 form with the DIR to register this project. 6. INSURANCE CONSULTANT shall, at its expense, procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of this AGREEMENT by the CONSULTANT, its agents, representatives, employees, or subcontractors. CONSULTANT shall also require all of its subcontractors to procure and maintain the same insurance for the duration of this AGREEMENT. If CONSULTANT is an employer or otherwise hires one (1) or more employees during the term of this PROJECT, CONSULTANT shall procure and maintain workers' compensation coverage for such employees which meets all requirements of state law (Labor Code § 1861). At a minimum, CONSULTANT is required to submit proof of insurance in accordance with the following standards: Minimum Scope of Insurance: Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability. Workers' 2 PSA 30U 12 10 Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less than: (A)General Liability. One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this AGREEMENT/location or the general aggregate limit shall be twice the required occurrence limit. (B)Automobile Liability. One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage. (C)Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Insurance Endorsements: The insurance policies shall contain the following provisions, and a separate endorsement stating to add the following provisions to the insurance policies shall be submitted and approved by DISTRICT: (A)General Liability. The general liability policy shall be endorsed to state that: (1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the work or operations performed by or on behalf of the CONSULTANT, including materials, parts, or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects DISTRICT, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the CONSULTANT's scheduled underlying coverage. Any insurance or self-insurance maintained by DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be excess of the CONSULTANT's insurance and shall not be called upon to contribute with it in any way. (B)Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against DISTRICT, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the CONSULTANT. (C)All Coverage. Each insurance policy required by this AGREEMENT shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to DISTRICT, and (B) any failure to comply with reporting or other provisions of the policies, including breaches or warranties, shall not affect coverage provided to DISTRICT, its directors, official, officers, employees, agents, and volunteers. 3 PSA 30U 12 10 Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:VIII, licensed to do business in California, and satisfactory to DISTRICT. All insurance documents must be submitted and approved by the District's Risk Manager prior to execution of any AGREEMENT with DISTRICT. 6. 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 DISTRICT and any and all of its officials, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including attorney's fees and costs to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, 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. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the fullest extent permitted by law, CONSULTANT shall indemnify, defend, and hold harmless DISTRICT 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 attorney's fees and costs, court costs, interest, defense costs, and expert witness fees) where the same arise out of, pertain to, relate to, 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. 7. SAFETY AND SITE CONDITION CONSULTANT shall perform all operations with due regard for safety and in strict compliance with all applicable laws relating thereto. It shall be CONSULTANT'S responsibility to keep the site in a clean, neat and orderly condition. It shall also be CONSULTANT'S duty to dust-palliate all working areas and access routes, if applicable. All operations shall be conducted by CONSULTANT so that no fire hazards are created. 8. TERMINATION DISTRICT may terminate this AGREEMENT at any time with or without cause. If DISTRICT terminates this AGREEMENT without cause before PROJECT completion, CONSULTANT shall be entitled to be paid for SERVICES adequately completed prior to the notification of termination. CONSULTANT may terminate this AGREEMENT for cause only. 4 PSA 30U 12 10 9. MISCELLANEOUS This AGREEMENT shall be interpreted according to the laws of the State of California and any action arising from this AGREEMENT shall be brought in the superior or federal district court with jurisdiction over DISTRICT. This AGREEMENT and the attachments hereto shall contain the entire agreement between the parties. This AGREEMENT cannot be modified except in a writing signed by both parties. In the event of inconsistency between this AGREEMENT and any attachment hereto, this AGREEMENT shall control in all respects. DISTRICT shall own all work product prepared in the course of providing the SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT, CONSULTANT shall immediately turn all work product over to DISTRICT. If specialized software or computer hardware is required to view or transmit said work product, CONSULTANT shall make that software and hardware available to the DISTRICT at no cost during normal business hours. This AGREEMENT cannot be assigned without the prior written consent of the DISTRICT. CONSULTANT is and shall at all times remain as to DISTRICT an independent contractor. No employee benefits shall be available to CONSULTANT in connection with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as provided in this AGREEMENT, DISTRICT shall not pay salaries, wages, or other compensation to CONSULTANT for performing any services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing any services hereunder. All information gained by CONSULTANT in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without DISTRICT's prior written authorization. CONSULTANT shall not, without written authorization from the General Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this AGREEMENT. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court order or subpoena. CONSULTANT warrants that the individual who has signed this AGREEMENT has the legal power, right, and authority to make this AGREEMENT and bind the CONSULTANT hereto. If you agree with the terms of this AGREEMENT, indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. 5 PSA 30U 12 10 DISTRICT CONSULTANT Approved by: Reviewed and Accepted by: General Manager ' gnature Jade Runnells Approved as to Form: Name dit„,144e President Harper& Burns LLP Title District Counsel 10-11-16 Date Exhibit A Scope of Services Consultant will provide a fully functional AV system and provide one HDMI cable to a conference room TV by procuring and installing the following equipment. Ceiling Mounted Projector Ceiling mounted projector (minimum Lumen Range 4,000) 1' x 2' T-Bar projector mount plus universal mount assembly Miscellaneous materials Microphone System Microphone control system Wired gooseneck microphones to work with custom built dais. Wired gooseneck microphones for staff table Wireless microphone for podium Cabling for Mic System DSP Digital Signal Process as required Miscellaneous materials Video Camera Recording System Axis POE IP Streaming HD Camera Streaming media processor Cabling for camera system 6 PSA 30U 12 10 Speaker Audio System 70 volt amplifier 70 volt in ceiling speakers Cabling for speaker system Miscellaneous materials Video System 2 HDMI Inputs for projector 1 VGA with audio Miscellaneous materials Control System Control processor Tablet controller In wall controller Cabling for control system Programming Cabinet/Head End Cabinet for head end equipment HDMI cabling for one conference room TV location TBD 7 PSA 30U 12 10 I / Firstimpulse Audio Visual Installation Prevailing Wage REV 02 Quote #000748 v1 Prepared for: Prepared by: Costa Mesa Sanitary First Impulse District Mary Bradley Gary Portas 628 W 19th St. Costa Mesa,CA 92627 1835 Newport Blvd. Suite A109-442 Email: mbradley@trendzitions.com Costa Mesa,CA 92627 Bus: 949-548-8585 Fax:949-548-8805 Email: gary@firstimpulse.com Web:www.firstimpulse.com • Firstimpulse Projector Scope Price Qty I Ext. Price EPS Pro L11000 Projector-Epson-Laser-1900x1200 $6,700.00 1 $6,700.00 Projector-Epson-Laser-1900x1200 PEE_PAG-UNV Peerless Industries PAG-UNV Projector Mount,Universal with $258.00 1 $258.00 Arakno Gear precision image alignment. Peerless Industries PAG-UNV Projector Mount, Universal with Arakno Gear precision image alignment. PEE_CM1500R1 Peerless-AV CMJ500R1 Ceiling Mount for Projector $137.00 1 $137.00 Peerless-AV CMJ500R1 Ceiling Mount for Projector Labor- Labor-Standard Hourly Rates $95.00 16 $1,520.00 Standard Labor- Standard Hourly Rates Subtotal: $8,615.00 Microphones Price Qty i Ext. Price TAP_TPN- Cable-Tappan-22 Awg 4C-Shielded-Plenum $0.15 1500 $225.00 2280AB4M/CMP Cable-Tappan-22 Awg 4C-Shielded-Plenum NEU_NC3FX XLR-Neutrik-Male Solder $5.00 10 $50.00 XLR-Neutrik-Male Solder Miscellaneous Miscellaneous $100.00 1 $100.00 Miscellaneous Labor- Labor-Standard Hourly Rates $95.00 20 $1,900.00 Standard Labor- Standard Hourly Rates SYM_12X8EX Symetrix AEC DSP $3,500.00 1 $3,500.00 Symetrix AEC DSP SHU_SLX24/SM5 Shure SLX24/SM58-G5-Wireless Handheld System $650.00 1 $650.00 8-G5-Kit Shure SLX24/SM58-G5 -Wireless Handheld System SYM_800062 Symetrix-4 Channel Analog Input Card $479.00 1 $479.00 Symetrix-4 Channel Analog Input Card SHU SLX4L-G5 Shure SLX4L-G5 Wireless Receiver $373.33 3 $1,119.99 Shure SLX4L-G5 Wireless Receiver SHU- Shure Microphone 15" Gooseneck $236.00 3 $708.00 MX415LP/C Shure Microphone 15" Gooseneck (,„.i i._sa f r,tindse Lc, , 2 • Firstimpulse Microphones Price Qty Ext. Price SHU_MX890-G5 Shure Desktop Wireless Base $430.66 3 $1,291.98 Shure Desktop Wireless Base SHU_UA864US Shure Wallmounted Wide Band Antenna 470-698MHz $478.66 2 $957.32 Shure Wallmounted Wide Band Antenna 470-698MHz SHU_UA8100 Antenna Cable-Shure-BNC-100ft $280.00 2 $560.00 Antenna Cable-Shure-BNC-100ft SHU_UA844+S Shure Antenna Power Distribution, Less Cable $526.66 1 $526.66 WB/LC Shure Antenna Power Distribution, Less Cable SHU_UA834WB Shure In-Line Antenna Amplifier 470-900 MHZ $189.33 2 $378.66 Shure In-Line Antenna Amplifier 470-900 MHZ SHU_MX418/C Shure 18" Gooseneck Condenser Microphone Cardioid $250.66 5 $1,253.30 Attached Preamp with XLR, Shock Mount, Flange Mount, Snap-Fit, Foam Windscreen Shure 18" Gooseneck Condenser Microphone Cardioid Attached Preamp with XLR, Shock Mount, Flange Mount, Snap-Fit, Foam Windscreen Subtotal: $13,699.91 Video Streaming Camera Price Qty Ext. Price AXI V5915 Camera-Axis-1080P PTZ Live Streaming IP Camera $3,450.00 1 $3,450.00 Camera-Axis-1080P PTZ Live Streaming IP Camera Miscellaneous Miscellaneous $129.49 1 $129.49 Miscellaneous Labor- Labor-Standard Hourly Rates $95.00 8 $760.00 Standard Labor- Standard Hourly Rates VAN RDM050 HDMI Cable-2.0 Redmere-50' $72.00 1 $72.00 HDMI Cable-2.0 Redmere-50' Subtotal: $4,411.49 Speakers Price I Qty Ext. Price QSC_QSC- Amp-QSC-CX204V-4 Channel-70V $1,410.00 1 $1,410.00 CX204V Amp-QSC-CX204V-4 Channel-70V Firstimpulse Speakers Price j Qty ! Ext. Price WAV HCO216- Wavenet Audio Cable, 16/2, PVC,White $0.20 2000 $400.00 WHITE Wavenet Audio Cable, 16/2, PVC, White Miscellaneous Miscellaneous $200.00 1 $200.00 Miscellaneous Labor- Labor-Standard Hourly Rates $95.00 20 $1,900.00 Standard Labor- Standard Hourly Rates SOT CM62BGM SOUNDTUBE CM62-BGM-WH 6.5 25/70/100V/80H $179.00 12 $2,148.00 WH INCEILING SOUNDTUBE CM62-BGM-WH 6.5 25/70/100V/80H INCEILING Subtotal: $6,058.00 Video Distribution C Price Qty Ext. Price Labor- Labor-Standard Hourly Rates $95.00 8 $760.00 Standard Labor- Standard Hourly Rates ALO_AT-HDVS- Two-Input Wall Plate Switcher for HDMI and VGA Sources $649.99 1 $649.99 200-TX-WP with Ethernet-Enabled HDBaseT Output Two-Input Wall Plate Switcher for HDMI and VGA Sources with Ethernet-Enabled HDBaseT Output SIE_9C6P4-E3- Cable-Siemon-C6-Plenum-White(9C6P4-E3-02-RXA) $0.40 1000 $400.00 02-RXA Cable-Siemon-C6-Plenum-White(9C6P4-E3-02-RXA) SIE FI-MX6-F-02 Jack-SIEMON-C6-MX Flat-White $6.00 2 $12.00 -SIE Jack-SIEMON-C6-MX Flat-White SIEFI-MX-SM2- Surface Box-Siemon-2port-White $3.25 1 $3.25 02 Surface Box-Siemon-2port-White Miscellaneous Miscellaneous $50.00 1 $50.00 Miscellaneous ALO_AT-UHD- Atlona 4K/UHD 6x1 With Two HDBaseT Inputs $0.00 1 $0.00 CLSO-612ED Atlona 4K/UHD 6x1 With Two HDBaseT Inputs Subtotal: $1,875.24 C.'•st '-`ra I ..;fir;,,it>,rkc.c II` . / Firstimpulse Hardware i Price I Qty I Ext. Price RTL RTIXP-6 RTI XP-6 Control System Processor $515.00 1 $515.00 RTI XP-6 Control System Processor RTI NOPN0253 RTI XP iPad License $199.00 1 $199.00 RTI XP iPad License APP_MGLW2LL/ Apple-iPad Air 2- 16GB-Silver $434.95 1 $434.95 A Apple - iPad Air 2- 16GB - Silver RTI_KX3 Remote-RTI-3.5" In-Wall Touch Screen Remote $799.00 1 $799.00 Remote-RTI-3.5" In-Wall Touch Screen Remote Labor- Labor-Programming Hourly Rate $110.00 25 $2,750.00 Programming Labor- Programming Hourly Rate NET FS116PNA Netgear-Prosafe 16 port 8 POE $279.00 1 $279.00'. Netgear-Prosafe 16 port 8 POE Subtotal: $4,976.95 Head End IPrice I Qty Ext. Price MID_CWR-26- Cabinet-MidAtlantic-4 Foot Black $825.78 1 $825.78 26PD Cabinet-MidAtlantic-4 Foot Black APC_G5ONETB2 Power Filter-APC-G5ONETB20A- 1U 20A $320.00 1 $320.00 OA Power Filter-APC-G5ONETB20A- 1U 20A MMM_NOPNO1 Backboard-4'x4'x3/4'-Standard $45.00 1 $45.00 34 Backboard-4'x4'x3/4'-Standard Labor- Labor-Standard Hourly Rates $95.00 4 $380.00 Standard Labor- Standard Hourly Rates Subtotal: $1,570.78 , Firstimpulse Audio Visual Installation Prevailing Wage REV 02 Quote information: Prepared for: Prepared by: Quote#:000748 Costa Mesa Sanitary District Costa Mesa Version: 1 Mary Bradley Gary Portas Delivery Date: 10/05/2016 628 W 19th St. 9496458400 Bus:949-548-8585 Expiration Date: 10/28/2016 Costa Mesa,CA 92627 Fax:949-548-8805 mbradley@trendzitions.com Email:gary@firstimpulse.com (949)645-8400 Quote Summary Amouunt I Projector Scope $8,615.00 Microphones $13,699.91 Video Streaming Camera $4,411.49 Speakers $6,058.00 Video Distribution $1,875.24 Hardware $4,976.95 Head End $1,570.78 Subtotal $41,207.37 Tax $2,488.63 Total $43,696.00 This quote is valid for a period of(28)days from the date listed above. First Impulse warrants all materials and equipment to be furnished free from defects and workmanship for a period of(1)year from the date of installation. Signature Date Costa '.,r.;a fir.t 1 1111 1 11