2022-25 Triton Technology Solutions - Chamber AV SupportMEMORANDUM
DATE:
TO:
FROM:
RE:
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
___ Approved by City Council on ___________________________________________
___ City Manager’s signing authority provided under the City’s Purchasing Police
[Resolution No. 2019-021] for budget expenditures of $50,000 or less.
___ Department Director’s or Manager’s signing authority provided under the City’s
Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
___ Bid ___ RFP ___ RFQ ___ 3 written informal bids
___ Sole Source ___ Select Source ___ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
___ Agreement payment will be charged to Account No.: _____________________
___ Agreement term: Start Date ________________ End Date ________________
___Amount of Agreement, Amendment, Change Order, etc.: $____________________
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
___ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: ______________________________ Date: _______________
___ Bonds (originals)as required by the Agreement (Performance, Payment, etc.)
___ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the “Form 700 Disclosure for Consultants” guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
___ Business License No. __________________; Expires: __________________
___ Requisition for a Purchase Order has been prepared (Agreements over $5,000)
12/20/2021
Jon McMillen, City Manager
Monika Radeva, City Clerk
Agreement for Contract Services with Triton Technology Services for Audio/Visual
Maintenance and Support Services; and Initial Assessment of City's Chamber Equipment
✔12/21/2021 Business Item No. 3
✔
✔
✔01/01/2022 06/30/2025
✔242,687
✔
✔
502-0000-60300 &
502-0000-80100
Monika Radeva 12/22/2021
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made
and entered into by and between the CITY OF LA QUINTA, (“City”), a California
municipal corporation, and Triton Technology Solutions, Inc. (“Contracting
Party”). The parties hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of
this Agreement, Contracting Party shall provide those services related to
Audio/Video Maintenance and Support Services, and Initial Assessment of the
City’s Chamber equipment, as specified in the “Scope of Services” attached
hereto as “Exhibit A” and incorporated herein by this reference (the
“Services”). Contracting Party represents and warrants that Contracting Party
is a provider of first-class work and/or services and Contracting Party is
experienced in performing the Services contemplated herein and, in light of
such status and experience, Contracting Party covenants that it shall follow
industry standards in performing the Services required hereunder, and that
all materials, if any, will be of good quality, fit for the purpose intended. For
purposes of this Agreement, the phrase “industry standards” shall mean those
standards of practice recognized by one or more first-class firms performing
similar services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules,
regulations, and laws of the City and any Federal, State, or local governmental
agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with
applicable Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise
specified herein, Contracting Party shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the
performance of the Services required by this Agreement, including a City of
La Quinta business license. Contracting Party and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times
during the term of this Agreement any licenses, permits, and approvals that
are legally required for the performance of the Services required by this
Agreement. Contracting Party shall have the sole obligation to pay for any
fees, assessments, and taxes, plus applicable penalties and interest, which
may be imposed by law and arise from or are necessary for the performance
of the Services required by this Agreement, and shall indemnify, defend (with
counsel selected by City), and hold City, its elected officials, officers,
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employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed
against City hereunder. Contracting Party shall be responsible for all
subcontractors’ compliance with this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting
Party warrants that (a) it has thoroughly investigated and considered the
Services to be performed, (b) it has investigated the site where the Services
are to be performed, if any, and fully acquainted itself with the conditions
there existing, (c) it has carefully considered how the Services should be
performed, and (d) it fully understands the facilities, difficulties, and
restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially
differing from those inherent in the Services or as represented by City,
Contracting Party shall immediately inform City of such fact and shall not
proceed except at Contracting Party’s risk until written instructions are
received from the Contract Officer, or assigned designee (as defined in
Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and
understands that the Services contracted for under this Agreement require
specialized skills and abilities and that, consistent with this understanding,
Contracting Party’s work will be held to an industry standard of quality and
workmanship. Consistent with Section 1.5 hereinabove, Contracting Party
represents to City that it holds the necessary skills and abilities to satisfy the
industry standard of quality as set forth in this Agreement. Contracting Party
shall adopt reasonable methods during the life of this Agreement to furnish
continuous protection to the Services performed by Contracting Party, and the
equipment, materials, papers, and other components thereof to prevent losses
or damages, and shall be responsible for all such damages, to persons or
property, until acceptance of the Services by City, except such losses or
damages as may be caused by City’s own negligence. The performance of
Services by Contracting Party shall not relieve Contracting Party from any
obligation to correct any incomplete, inaccurate, or defective work at no
further cost to City, when such inaccuracies are due to the negligence of
Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions
of this Agreement, Contracting Party shall perform services in addition to
those specified in the Scope of Services (“Additional Services”) only when
directed to do so by the Contract Officer, or assigned designee, provided
that Contracting Party shall not be required to perform any Additional Services
without compensation. Contracting Party shall not perform any Additional
Services until receiving prior written authorization (in the form of a written
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change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any
adjustment in (i) the Contract Sum, and/or (ii) the time to perform this
Agreement, which said adjustments are subject to the written approval of
Contracting Party. It is expressly understood by Contracting Party that the
provisions of this Section shall not apply to the Services specifically set forth
in the Scope of Services or reasonably contemplated therein. It is specifically
understood and agreed that oral requests and/or approvals of Additional
Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer’s, or assigned designee’s written authorization
for Additional Services shall constitute a waiver of any and all right to
adjustment of the Contract Sum or time to perform this Agreement, whether
by way of compensation, restitution, quantum meruit, or the like, for
Additional Services provided without the appropriate authorization from the
Contract Officer, or assigned designee. Compensation for properly
authorized Additional Services shall be made in accordance with Section 2.3
of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in “Exhibit D”
(the “Special Requirements”), which is incorporated herein by this reference
and expressly made a part hereof. In the event of a conflict between the
provisions of the Special Requirements and any other provisions of this
Agreement, the provisions of the Special Requirements shall govern.
2. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this
Agreement, Contracting Party shall be compensated in accordance with
“Exhibit B” (the “Schedule of Compensation”) in a total amount not to exceed
Two Hundred and Forty Two Thousand Six Hundred and Eighty Seven Dollars
($242,687) for the life of the Agreement, encompassing the initial and any
extended terms. (the “Contract Sum”), except as provided in Section 1.7. The
method of compensation set forth in the Schedule of Compensation may
include a lump sum payment upon completion, payment in accordance with
the percentage of completion of the Services, payment for time and materials
based upon Contracting Party’s rate schedule, but not exceeding the Contract
Sum, or such other reasonable methods as may be specified in the Schedule
of Compensation. The Contract Sum shall include the attendance of
Contracting Party at all project meetings reasonably deemed necessary by
City; Contracting Party shall not be entitled to any additional compensation
for attending said meetings. Compensation may include reimbursement for
actual and necessary expenditures for reproduction costs, transportation
expense, telephone expense, and similar costs and expenses when and if
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specified in the Schedule of Compensation. Regardless of the method of
compensation set forth in the Schedule of Compensation, Contracting Party’s
overall compensation shall not exceed the Contract Sum, except as provided
in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting
Party wishes to receive payment, Contracting Party shall submit to City no
later than the tenth (10th) working day of such month, in the form approved
by City’s Finance Director, an invoice for Services rendered prior to the date
of the invoice. Such invoice shall (1) describe in detail the Services provided,
including time and materials, and (2) specify each staff member who has
provided Services and the number of hours assigned to each such staff
member. Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services
performed in accordance with the terms of this Agreement. Upon approval in
writing by the Contract Officer, or assigned designee, and subject to
retention pursuant to Section 8.3, City will pay Contracting Party for all items
stated thereon which are approved by City pursuant to this Agreement no
later than thirty (30) days after invoices are received by the City’s Finance
Department.
2.3 Compensation for Additional Services. Additional Services
approved in advance by the Contract Officer, or assigned designee, pursuant
to Section 1.7 of this Agreement shall be paid for in an amount agreed to in
writing by both City and Contracting Party in advance of the Additional
Services being rendered by Contracting Party. Any compensation for
Additional Services amounting to five percent (5%) or less of the Contract
Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be approved by
the La Quinta City Council, the City Manager, or Department Director,
depending upon City laws, regulations, rules and procedures concerning public
contracting. Under no circumstances shall Contracting Party receive
compensation for any Additional Services unless prior written approval for the
Additional Services is obtained from the Contract Officer, or assigned
designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of
this Agreement. If the Services not completed in accordance with the
Schedule of Performance, as set forth in Section 3.2 and “Exhibit C”, it is
understood that the City will suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period
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established in “Exhibit C” (the “Schedule of Performance”). Extensions to the
time period specified in the Schedule of Performance may be approved in
writing by the Contract Officer, or assigned designee.
3.3 Force Majeure. The time period specified in the Schedule of
Performance for performance of the Services rendered pursuant to this
Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of Contracting
Party, including, but not restricted to, acts of God or of the public enemy,
fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes,
freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of
the commencement of such delay notify the Contract Officer, or assigned
designee, in writing of the causes of the delay. The Contract Officer, or
assigned designee, shall ascertain the facts and the extent of delay, and
extend the time for performing the Services for the period of the forced delay
when and if in the Contract Officer’s judgment such delay is justified, and the
Contract Officer’s determination, or assigned designee, shall be final and
conclusive upon the parties to this Agreement. Extensions to time period in
the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle
the Contracting Party to additional compensation in excess of the Contract
Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions
in Article 8.0 of this Agreement, the term of this agreement shall commence
on January 1, 2022, and terminate on June 30, 2025 (“Initial Term”). This
Agreement may be extended for one (1) additional three (3)-year term upon
mutual agreement by both parties (“Extended Term”), and executed in
writing.
4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of
Contracting Party (“Principals”) are hereby designated as being the principals
and representatives of Contracting Party authorized to act in its behalf with
respect to the Services specified herein and make all decisions in connection
therewith:
(a) Don Thaler, Senior Vice President-
Tel No.
E-mail:
(b) Pearl Alonzo, General Mgr.
Tel No.
Email:
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It is expressly understood that the experience, knowledge, capability,
and reputation of the foregoing Principals were a substantial inducement for
City to enter into this Agreement. Therefore, the foregoing Principals shall be
responsible during the term of this Agreement for directing all activities of
Contracting Party and devoting sufficient time to personally supervise the
Services hereunder. For purposes of this Agreement, the foregoing Principals
may not be changed by Contracting Party and no other personnel may be
assigned to perform the Services required hereunder without the express
written approval of City.
4.2 Contract Officer. The “Contract Officer”, otherwise known as
the Monika Radeva, City Clerk, or assigned designee may be designated
in writing by the City Manager of the City. It shall be Contracting Party’s
responsibility to assure that the Contract Officer, or assigned designee, is
kept informed of the progress of the performance of the Services, and
Contracting Party shall refer any decisions, that must be made by City to the
Contract Officer, or assigned designee. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the
Contract Officer, or assigned designee. The Contract Officer, or assigned
designee, shall have authority to sign all documents on behalf of City required
hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The
experience, knowledge, capability, and reputation of Contracting Party, its
principals, and its employees were a substantial inducement for City to enter
into this Agreement. Except as set forth in this Agreement, Contracting Party
shall not contract or subcontract with any other entity to perform in whole or
in part the Services required hereunder without the express written approval
of City. In addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or
by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of
persons acting in concert of more than twenty five percent (25%) of the
present ownership and/or control of Contracting Party, taking all transfers into
account on a cumulative basis. Any attempted or purported assignment or
contracting or subcontracting by Contracting Party without City’s express
written approval shall be null, void, and of no effect. No approved transfer
shall release Contracting Party of any liability hereunder without the express
consent of City.
4.4 Independent Contractor. Neither City nor any of its employees
shall have any control over the manner, mode, or means by which Contracting
Party, its agents, or its employees, perform the Services required herein,
except as otherwise set forth herein. City shall have no voice in the selection,
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discharge, supervision, or control of Contracting Party’s employees, servants,
representatives, or agents, or in fixing their number or hours of service.
Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role.
Contracting Party shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City. City shall not
in any way or for any purpose become or be deemed to be a partner of
Contracting Party in its business or otherwise or a joint venture or a member
of any joint enterprise with Contracting Party. Contracting Party shall have
no power to incur any debt, obligation, or liability on behalf of City.
Contracting Party shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City. Except for
the Contract Sum paid to Contracting Party as provided in this Agreement,
City shall not pay salaries, wages, or other compensation to Contracting Party
for performing the Services hereunder for City. City shall not be liable for
compensation or indemnification to Contracting Party for injury or sickness
arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the
contrary, Contracting Party and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify for
or become entitled to any compensation, benefit, or any incident of
employment by City, including but not limited to eligibility to enroll in the
California Public Employees Retirement System (“PERS”) as an employee of
City and entitlement to any contribution to be paid by City for employer
contributions and/or employee contributions for PERS benefits. Contracting
Party agrees to pay all required taxes on amounts paid to Contracting Party
under this Agreement, and to indemnify and hold City harmless from any and
all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement.
Contracting Party shall fully comply with the workers’ compensation laws
regarding Contracting Party and Contracting Party’s employees. Contracting
Party further agrees to indemnify and hold City harmless from any failure of
Contracting Party to comply with applicable workers’ compensation laws. City
shall have the right to offset against the amount of any payment due to
Contracting Party under this Agreement any amount due to City from
Contracting Party as a result of Contracting Party’s failure to promptly pay to
City any reimbursement or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party
represents that it employs or will employ at its own expense all personnel
required for the satisfactory performance of any and all of the Services set
forth herein. Contracting Party represents that the Services required herein
will be performed by Contracting Party or under its direct supervision, and
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that all personnel engaged in such work shall be fully qualified and shall be
authorized and permitted under applicable State and local law to perform such
tasks and services.
4.6 City Cooperation. City shall provide Contracting Party with any
plans, publications, reports, statistics, records, or other data or information
pertinent to the Services to be performed hereunder which are reasonably
available to Contracting Party only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this
Agreement and throughout the duration of the term of this Agreement,
Contracting Party shall procure and maintain, at its sole cost and expense,
and submit concurrently with its execution of this Agreement, policies of
insurance as set forth in “Exhibit E” (the “Insurance Requirements”) which is
incorporated herein by this reference and expressly made a part hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of
Insurance to Agency along with all required endorsements. Certificate of
Insurance and endorsements must be approved by Agency’s Risk Manager
prior to commencement of performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law,
Contracting Party shall indemnify, protect, defend (with counsel selected by
City), and hold harmless City and any and all of its officers, employees,
agents, and volunteers as set forth in “Exhibit F” (“Indemnification”) which is
incorporated herein by this reference and expressly made a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit
to the Contract Officer, or assigned designee, such reports concerning
Contracting Party’s performance of the Services required by this Agreement
as the Contract Officer, or assigned designee, shall require. Contracting
Party hereby acknowledges that City is greatly concerned about the cost of
the Services to be performed pursuant to this Agreement. For this reason,
Contracting Party agrees that if Contracting Party becomes aware of any facts,
circumstances, techniques, or events that may or will materially increase or
decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed,
Contracting Party shall promptly notify the Contract Officer, or assigned
designee, of said fact, circumstance, technique, or event and the estimated
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increased or decreased cost related thereto and, if Contracting Party is
providing design services, the estimated increased or decreased cost estimate
for the project being designed.
7.2 Records. Contracting Party shall keep, and require any
subcontractors to keep, such ledgers, books of accounts, invoices, vouchers,
canceled checks, reports (including but not limited to payroll reports), studies,
or other documents relating to the disbursements charged to City and the
Services performed hereunder (the “Books and Records”), as shall be
necessary to perform the Services required by this Agreement and enable the
Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in
accordance with generally accepted accounting principles and shall be
complete and detailed. The Contract Officer, or assigned designee, shall
have full and free access to such Books and Records at all times during normal
business hours of City, including the right to inspect, copy, audit, and make
records and transcripts from such Books and Records. Such Books and
Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such
Books and Records in the event any audit is required. In the event of
dissolution of Contracting Party’s business, custody of the Books and Records
may be given to City, and access shall be provided by Contracting Party’s
successor in interest. Under California Government Code Section 8546.7, if
the amount of public funds expended under this Agreement exceeds Ten
Thousand Dollars ($10,000.00), this Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part
of any audit of City, for a period of three (3) years after final payment under
this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps,
designs, photographs, studies, surveys, data, notes, computer files, reports,
records, documents, and other materials plans, drawings, estimates, test
data, survey results, models, renderings, and other documents or works of
authorship fixed in any tangible medium of expression, including but not
limited to, physical drawings, digital renderings, or data stored digitally,
magnetically, or in any other medium prepared or caused to be prepared by
Contracting Party, its employees, subcontractors, and agents in the
performance of this Agreement (the “Documents and Materials”) shall be the
property of City and shall be delivered to City upon request of the Contract
Officer, or assigned designee, or upon the expiration or termination of this
Agreement, and Contracting Party shall have no claim for further employment
or additional compensation as a result of the exercise by City of its full rights
of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and
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Materials for other projects and/or use of uncompleted documents without
specific written authorization by Contracting Party will be at City’s sole risk
and without liability to Contracting Party, and Contracting Party’s guarantee
and warranties shall not extend to such use, revise, or assignment.
Contracting Party may retain copies of such Documents and Materials for its
own use. Contracting Party shall have an unrestricted right to use the
concepts embodied therein. All subcontractors shall provide for assignment
to City of any Documents and Materials prepared by them, and in the event
Contracting Party fails to secure such assignment, Contracting Party shall
indemnify City for all damages resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized
by City reuses said Documents and Materials without written verification or
adaptation by Contracting Party for the specific purpose intended and causes
to be made or makes any changes or alterations in said Documents and
Materials, City hereby releases, discharges, and exonerates Contracting Party
from liability resulting from said change. The provisions of this clause shall
survive the termination or expiration of this Agreement and shall thereafter
remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-
exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, rights of reproduction, and other
intellectual property embodied in the Documents and Materials. Contracting
Party shall require all subcontractors, if any, to agree in writing that City is
granted a non-exclusive and perpetual license for the Documents and
Materials the subcontractor prepares under this Agreement. Contracting Party
represents and warrants that Contracting Party has the legal right to license
any and all of the Documents and Materials. Contracting Party makes no such
representation and warranty in regard to the Documents and Materials which
were prepared by design professionals other than Contracting Party or
provided to Contracting Party by City. City shall not be limited in any way in
its use of the Documents and Materials at any time, provided that any such
use not within the purposes intended by this Agreement shall be at City’s sole
risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or
assigned designee, or as required by law. Contracting Party shall not
disclose to any other entity or person any information regarding the activities
of City, except as required by law or as authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting
Party covenants that all City data, data lists, trade secrets, documents with
personal identifying information, documents that are not public records, draft
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documents, discussion notes, or other information, if any, developed or
received by Contracting Party or provided for performance of this Agreement
are deemed confidential and shall not be disclosed by Contracting Party to any
person or entity without prior written authorization by City or unless required
by law. City shall grant authorization for disclosure if required by any lawful
administrative or legal proceeding, court order, or similar directive with the
force of law. All City data, data lists, trade secrets, documents with personal
identifying information, documents that are not public records, draft
documents, discussions, or other information shall be returned to City upon
the termination or expiration of this Agreement. Contracting Party’s covenant
under this section shall survive the termination or expiration of this
Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed,
and governed both as to validity and to performance of the parties in
accordance with the laws of the State of California. Legal actions concerning
any dispute, claim, or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Contracting
Party covenants and agrees to submit to the personal jurisdiction of such court
in the event of such action.
8.2 Disputes. In the event of any dispute arising under this
Agreement, the injured party shall notify the injuring party in writing of its
contentions by submitting a claim therefore. The injured party shall continue
performing its obligations hereunder so long as the injuring party commences
to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of
the notice, or such longer period as may be permitted by the Contract Officer,
or assigned designee; provided that if the default is an immediate danger to
the health, safety, or general welfare, City may take such immediate action
as City deems warranted. Compliance with the provisions of this Section shall
be a condition precedent to termination of this Agreement for cause and to
any legal action, and such compliance shall not be a waiver of any party’s right
to take legal action in the event that the dispute is not cured, provided that
nothing herein shall limit City’s right to terminate this Agreement without
cause pursuant to this Article 8.0. During the period of time that Contracting
Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in
its sole discretion, elect to pay some or all of the outstanding invoices during
any period of default.
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8.3 Retention of Funds. City may withhold from any monies payable
to Contracting Party sufficient funds to compensate City for any losses, costs,
liabilities, or damages it reasonably believes were suffered by City due to the
default of Contracting Party in the performance of the Services required by
this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or
remedy of a non-defaulting party on any default shall impair such right or
remedy or be construed as a waiver. City’s consent or approval of any act by
Contracting Party requiring City’s consent or approval shall not be deemed to
waive or render unnecessary City’s consent to or approval of any subsequent
act of Contracting Party. Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or
any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to
rights and remedies expressly declared to be exclusive in this Agreement, the
rights and remedies of the parties are cumulative and the exercise by either
party of one or more of such rights or remedies shall not preclude the exercise
by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either
party may take legal action, at law or at equity, to cure, correct, or remedy
any default, to recover damages for any default, to compel specific
performance of this Agreement, to obtain declaratory or injunctive relief, or
to obtain any other remedy consistent with the purposes of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern
any termination of this Agreement, except as specifically provided in the
following Section for termination for cause. City reserves the right to
terminate this Agreement at any time, with or without cause, upon thirty
(30) days’ written notice to Contracting Party. Upon receipt of any notice of
termination, Contracting Party shall immediately cease all Services hereunder
except such as may be specifically approved by the Contract Officer, or
assigned designee. Contracting Party shall be entitled to compensation for
all Services rendered prior to receipt of the notice of termination and for any
Services authorized by the Contract Officer, or assigned designee, thereafter
in accordance with the Schedule of Compensation or such as may be approved
by the Contract Officer, or assigned designee, except amounts held as a
retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due
to the failure of Contracting Party to fulfill its obligations under this Agreement,
Contracting Party shall vacate any City-owned property which Contracting
-13-
Party is permitted to occupy hereunder and City may, after compliance with
the provisions of Section 8.2, take over the Services and prosecute the same
to completion by contract or otherwise, and Contracting Party shall be liable
to the extent that the total cost for completion of the Services required
hereunder exceeds the compensation herein stipulated (provided that City
shall use reasonable efforts to mitigate such damages), and City may withhold
any payments to Contracting Party for the purpose of setoff or partial payment
of the amounts owed City.
8.9 Attorneys’ Fees. If either party to this Agreement is required to
initiate or defend or made a party to any action or proceeding in any way
connected with this Agreement, the prevailing party in such action or
proceeding, in addition to any other relief which may be granted, whether
legal or equitable, shall be entitled to reasonable attorneys’ fees; provided,
however, that the attorneys’ fees awarded pursuant to this Section shall not
exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of
the litigation. Attorneys’ fees shall include attorneys’ fees on any appeal, and
in addition a party entitled to attorneys’ fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and
discovery, and all other necessary costs the court allows which are incurred in
such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such
action is prosecuted to judgment. The court may set such fees in the same
action or in a separate action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non-liability of City Officers and Employees. No officer, official,
employee, agent, representative, or volunteer of City shall be personally liable
to Contracting Party, or any successor in interest, in the event or any default
or breach by City or for any amount which may become due to Contracting
Party or to its successor, or for breach of any obligation of the terms of this
Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it,
nor any officer or principal of it, has or shall acquire any interest, directly or
indirectly, which would conflict in any manner with the interests of City or
which would in any way hinder Contracting Party’s performance of the
Services under this Agreement. Contracting Party further covenants that in
the performance of this Agreement, no person having any such interest shall
be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee.
Contracting Party agrees to at all times avoid conflicts of interest or the
-14-
appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of City shall have any financial interest, direct
or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to this Agreement which effects his financial
interest or the financial interest of any corporation, partnership or association
in which he is, directly or indirectly, interested, in violation of any State statute
or regulation. Contracting Party warrants that it has not paid or given and will
not pay or give any third party any money or other consideration for obtaining
this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants
that, by and for itself, its heirs, executors, assigns, and all persons claiming
under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of any
impermissible classification including, but not limited to, race, color, creed,
religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative
action to ensure that applicants are employed and that employees are treated
during employment without regard to their race, color, creed, religion, sex,
marital status, sexual orientation, national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or
communication either party desires or is required to give the other party or
any other person shall be in writing and either served personally or sent by
prepaid, first-class mail to the address set forth below. Either party may
change its address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attention: Monika Radeva, City Clerk
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
Triton Technology Solutions, Inc.
Attn: Kristen Tetherton, President
32234 Paseo Adelanto, Suite E-1
San Juan Capistrano, CA 92675
Tel: (949) 388 – 3919
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed
for or against either party by reason of the authorship of this Agreement or
any other rule of construction which might otherwise apply.
-15-
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only
and shall not limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, and such counterparts shall
constitute one and the same instrument.
10.5 Integrated Agreement. This Agreement including the exhibits
hereto is the entire, complete, and exclusive expression of the understanding
of the parties. It is understood that there are no oral agreements between
the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements,
and understandings, if any, between the parties, and none shall be used to
interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement
shall be valid unless made in writing and approved by Contracting Party and
by the City Council of City. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles,
phrases, sentences, clauses, paragraphs, or sections contained in this
Agreement shall be declared invalid or unenforceable, such invalidity or
unenforceability shall not affect any of the remaining articles, phrases,
sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders
this Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and
interest in and to all causes of action it may have under Section 4 of the
Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2,
(commencing with Section 16700) of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of goods, services, or materials
related to this Agreement. This assignment shall be made and become
effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third-Party Beneficiaries. With the exception of the specific
provisions set forth in this Agreement, there are no intended third-party
beneficiaries under this Agreement and no such other third parties shall have
any rights or obligations hereunder.
-16-
10.10 Authority. The persons executing this Agreement on behalf of
each of the parties hereto represent and warrant that (i) such party is duly
organized and existing, (ii) they are duly authorized to execute and deliver
this Agreement on behalf of said party, (iii) by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and (iv) that
entering into this Agreement does not violate any provision of any other
Agreement to which said party is bound. This Agreement shall be binding
upon the heirs, executors, administrators, successors, and assigns of the
parties.
[SIGNATURES ON FOLLOWING PAGE]
AUDIO/VIDEO MAINTENANCE AND SUPPORT SERVICES
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
COMPLETE PRICING LIST (OR FEE SCHEDULE)
PRICING
The cost for this agreement is $13,625.00. This includes $1,000.00 allocated to be used for
outside repair fees, materials/equipment, or freight fees. Outside repair fees would include
bench work or repair services a manufacturer charges if equipment requires repair. Materials
include cables, connectors, and other consumables that may be required as well as any low-
cost equipment that may be required. Freight fees would be charged at Triton’s cost to ship
any equipment that required repair by a manufacturer. The outside repair fees,
material/equipment or freight frees would only be billed if required. Any outside repair
fees would need to be approved by City staff prior to the repair occurring.
Triton Technology will contract with the City of La Quinta to provide support services for a
period of one year from the date of contract or purchase order. Any future upgrades to these
systems performed by Triton or backed with system documentation will be supported during
the term of the contract.
SUPPORT SERVICES
The support services will include:
B Upon execution of the contract, Triton will provide an engineer and installer to come
onsite for two days to provide the following tasks:
Evaluate the existing systems for performance and correct operation. Identify
any deficiencies that make the system unstable.
Confirm the accuracy of the existing system drawings.
Confirm the Crestron code provided by the city is uncompiled and can be
modified.
Inventory the equipment
Correct any deficiencies in connections including re-termination if possible.
If time allows potentially hand draw how the equipment in the racks is wired
and add temp or non-permanent labels to the cabling.
At the conclusion of the two days onsite the engineer will provide a report that
will report their evaluation of the system including any deficiencies found and
any recommendations for corrections. This will include the items addressed
in Proof of Theory of Operations, item “f” of the Cover Letter and
recommendations to address these items.
B Triton will provide one engineer to come on site four additional times in a year. The
engineer will be onsite up to an eight-hour service day.
B The service appointment will be scheduled 30 days prior to the service. We will try
to accommodate scheduling this service sooner for an emergency or special event.
Page 10 of 20City of La Quinta Maint & Support Prpsl_R0.pdf
EXHIBIT A
SCOPE OF SERVICES
MAINTENANCE & SUPPORT
AUDIO/VIDEO MAINTENANCE AND SUPPORT SERVICES
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
B Triton may perform the following tasks as time allows and in coordination with the
City’s coordinated prioritization which would be agreed upon prior to visit. Not all
these items apply to all systems.
Cleaning equipment of dust including vacuuming of filters and equipment.
Confirm all video and audio levels are set properly and adjust as necessary.
Make any repairs or settings changes to the system that the client has notified
Triton of prior to visit. Equipment requiring repair will follow procedures listed
below.
Verify equipment software and firmware are up to date if needed including
Engineering PC and other PC-based systems. Note that any changes to
software or firmware are performed on an “as needed” basis in coordination
with City staff and manufacturer.
Check audio system components related to the DSP.
Check input/output functionality at I/O or BSP panels
Test and calibrate mixer levels and work with client to adjust presets if
needed
Overall system training which may not include specific equipment training.
Install new equipment at the visit if coordinated in advance of the visit. (This
may require a design, other equipment, specialized installation materials or
new cables pulled that may not be possible without prior coordination).
B Provide written report of services performed including any recommendations or items
that need to be addressed in the form of a report provided with one week of site visit.
B Once notified of a condition or issue or an issue is observed onsite, Triton will
provide phone and/or email technical support within 4 hours of the initial notification.
This assumes initial notification would be within normal business hours not including
weekends or holidays and the response would be within normal business hours as
well. Once the problem has been identified Triton will help the client through the
phone, remote login, or email to find a work around if possible. If no work around is
possible, then Triton will schedule an appointment to come onsite at the first
available opportunity.
B Unlimited phone, offsite remote access support, text and/or email support during
normal business hours, M-F 8am – 5pm excluding weekends and holidays for
system technical problems.
B This contract includes offsite time for research of any potential solutions, working
with the device manufacturer’s tech support on behalf of the City and in coordination
with City Staff if needed, or coordination of RMA’s.
B Offsite remote access via Internet is included in this agreement if the city allows
access to Triton’s personnel. See Triton’s “Triton’s Data and Network Security
Liability Disclosure” for more information. All remote access systems to be provided
by City of La Quinta and access must be approved for each instance.
Page 11 of 20City of La Quinta Maint & Support Prpsl_R0.pdf
AUDIO/VIDEO MAINTENANCE AND SUPPORT SERVICES
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
B Consumables such as cables, connectors, solder, rack screws, or other
consumables used or required during a service and or repair will be provided by
Triton. Triton will however bill these items separately. In most cases this cost is
minimal ($250 or less) per service call. However, if a need arises requiring a
substantial use of materials for a service call, Triton will identify these costs and will
get approval from the City’s designated staff prior to the service call.
B Any changes made to the system, during a regular scheduled maintenance
appointment, that requires the existing documentation to be updated, Triton will
update the documentation and provide both AutoCAD and pdf files to the city. This
assumes the city already has electronic files of their documentation in AutoCAD. If
electronic files do not exist, they cannot be updated.
For any equipment that requires offsite repair by either the manufacturer or an authorized
repair facility, Triton will provide the following service:
B Triton will work directly with the manufacturer through the troubleshooting and return
authorization process.
B Once Triton receives a proposal for the service work (sometimes this information
can be given prior to the manufacturer receiving the product and other times they
need to physically evaluate the unit) we will provide a proposal to the city. The
repair would not be completed until the City Staff approves the repair cost.
B Triton will uninstall the equipment during the planned service visit. Triton will
package it and ship it using ground freight except under the following conditions:
expedited shipment, packaging for oversized items, palletized equipment, or items
required to go by truck. These exceptions will be invoiced directly to the City at
Triton’s cost.
B Once the item is repaired and sent back, either the city’s own staff can reinstall it or
Triton. If Triton reinstalls it, the city can elect to use one of the four annual service
days they have available, or Triton will invoice this at the hourly service rates.
B Triton will try in good faith try to acquire loaner equipment from the manufacturer
while the city’s equipment is in for repair. If none is available the city has the option
to rent equipment, which is not included in this contract.
Page 12 of 20City of La Quinta Maint & Support Prpsl_R0.pdf
AUDIO/VIDEO MAINTENANCE AND SUPPORT SERVICES
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
FEE SCHEDULE
For services outside of the standard agreement the following rates will apply and are billable to
the city.
EMPLOYEE OFF SITE
HOURLY RATE
ON SITE
DAILY RATE
Design Engineer $125.00 $1,900.00
Project Engineer $100.00 $1,700.00
Project Manager $125.00 $1,900.00
Software Programmer $150.00 $2,000.00
Install Supervisor (Prevailing
wage rate) $110.00 $1,700.00
Installer (Prevailing wage
rate) $95.00 $1,500.00
General Administration $60.00 N/A
These rates will be invoiced as follows:
B Any service outside of the Standard Agreement will need City approval prior to the
service being completed.
B All hourly services will be billed in 30-minute blocks as incurred.
B All daily rates represent an 8-hour workday.
B Any services performed outside of the standard agreement will be invoiced with
payment due in Net 30 days.
ASSUMPTIONS AND EXCLUSIONS:
B Rental fees for lifts or other specialty equipment to gain access to, or test equipment
is not included and would be billed to the city.
B Triton will require unrestricted access to equipment and/or area(s) during normal
business hours on scheduled visits.
B Equipment and/or system failure(s) due to or caused by fire, abuse, unconditioned
or fluctuating electrical power, misuse, negligence, natural or environmental causes
(such as tornados, earthquake, lightning, corrosion, flood or other acts of God or other
causes beyond our control) or equipment not part of the mentioned systems is not
covered in this agreement.
Page 13 of 20City of La Quinta Maint & Support Prpsl_R0.pdf
AUDIO/VIDEO MAINTENANCE AND SUPPORT SERVICES
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
B It is the City’s responsibility to warrant the security of all information provided for
data and or network security provided during this agreement. For more information,
Triton’s Data and Network Security Liability Disclosure is available upon request.
B This agreement includes one engineer to be onsite. If additional staff is required
during an onsite visit, they will be billed at the onsite hourly rates noted above or one of
the remaining days can be used to cover their cost.
B Triton warrants the consumables needed for a repair to be free from defects for a
minimum period of one (1) year from the date of the service call. Consumables are
cables, connectors, solder, rack screws, or other consumables used or required during
a service and or repair that is provided by Triton. The labor performed during an onsite
visit is warranted for 90 days. Parts like lamps, fuses and batteries or other equipment
parts are warranted under their standard manufacturer warranty.
B This agreement does not include any benchwork services. Benchwork services will
be provided by the equipment manufacturer, but Triton will coordinate the repair if
required.
B The proposal pricing is good for 90 days.
B Liquidated damages are excluded from these services
B There are no bonding requirements for these services therefore pricing for a bid,
performance or payment bond are not included in the pricing.
B Triton does not perform any high voltage electrical work requiring a C10 license
including installation of new conduit pathways.
B All permits to be provided by the city.
B Any design work requiring and Electrical, Mechanical, Civil, or Acoustical Engineer
is not included in this scope of services.
PAYMENT TERMS
The total cost for this agreement is $13,625 with the price and payment terms as follows:
B $1,000.00 allocated to be used for outside repair fees, materials, equipment, or
freight fees. Sales tax is applicable to some of these items and will also need to be
included in this amount. This amount or a portion thereof will only be invoiced at time it
is used with payment due in Net 30 days.
B $12,625.00 for the services specified in this agreement. This fee will be billed as:
$2,000 to be invoiced at time of contract with payment due in net 30 days.
$3,625 to be invoiced at completion of two days onsite and delivery of report
with payment due in net 30 days.
Page 14 of 20City of La Quinta Maint & Support Prpsl_R0.pdf
AUDIO/VIDEO MAINTENANCE AND SUPPORT SERVICES
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
$2,333 to be invoiced 90 days after contract date with payment due in net 30
days.
$2,333 to be invoiced 180 days after contract date with payment due in net 30
days.
$2,334 to be invoiced 270 days after contract date with payment due in net 30
days.
LIST COMPLIMENTARY SERVICES
Complimentary services Triton provides is as follows:
B Design and Project Oversight. Triton provides these services to government clients
for when the project needs to go out to bid. This includes a detail design and written
technical bid specifications for the systems designed. Project Oversight includes
attending the Job Walk, answering questions and helping the client answers any
questions that come up. Project Oversight also includes answering any RFI’s or RFQ’s
the contractor may ask during the installation or commissioning process. Triton
provides oversight of the project as the Contractor builds the system this includes
confirming they are meeting the bid specifications, creating a punch list for items that
need to be fixed or resolved before the client signs off on the project.
B Design. Triton provides this service when the client wants to design the system
and install it.
B Installation and Commissioning. Triton provides the installation and commissioning
services for systems they have designed. Training is included.
All of these services are available per the fee schedule above it the client wants to contract
these additional services as Time and Materials. Triton can also quote firm fix pricing for these
services as well and that pricing will vary based on the scope of work.
Page 15 of 20City of La Quinta Maint & Support Prpsl_R0.pdf
AUDIO/VIDEO MAINTENANCE AND SUPPORT SERVICES
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
STAFFING AND PROJECT ORGANIZATION
Triton’s Organization is managed by the following:
B Kristen Tetherton, President – Kristen would be the main point of contact for
contract, overall administration, and any future projects.
B Gus Allmann, Chief Technology Officer – Gus would be the secondary technical
contact for any reason. For any projects Gus is responsible for he manages the
engineering and installation crew assigned to the project.
B Brian Rose, VP of Engineering – Brian would be the main point of contact for all
technical or service-related issues. He typically handles all government clients and
appoints other engineers, programmer, or installer on a case-by-case basis
depending on the issue. He is responsible for the overall evaluation of the issue
and can very quickly determine the right person to address the issue. For any
projects Brian is responsible for he manages the engineering and installation crew
assigned to the project.
B Tammy Thompson, Office Manager – Tammy is the main point for contact for
accounting and or equipment purchases/returns/RMA’s or other general operational
or administrative tasks.
SUBCONTRACTING SERVICES
Triton uses a very select few sub-contractors to provide services. We only use a select few
because we are happy with the quality of service that they provide, and they have skills we
may not, or we don’t use often enough to be efficient or proficient. We have been using the
same sub-contractors for ten years. We use our sub-contractors on a case-by-case basis. The
sub-contractors we use provide programming for specialized control and audio software,
installation crews for when we need to scale up for an installation, and potentially other
engineers depending on the project and their skillset. For this project we anticipate that
Triton’s staff will be utilized the majority of time.
Page 16 of 20City of La Quinta Maint & Support Prpsl_R0.pdf
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
PROJECT BACKGROUND
City of La Quinta asked Triton to provide a proposal for maintenance and service of their
production and audio-visual systems that serve the Council Chamber. During the bidding
process Triton identified systems or components that either need to be re-done, added, or
replaced to address operational and performance deficiencies currently in the system. The
items identified are all items that need immediate attention. There are additional items that are
not as urgent and can be addressed by budgeting them into the next fiscal year.
SCOPE OF WORK
This scope of work includes Triton performing all phases detailed below in our Project Process
with the deliverables detailed in each phase. This scope of work also includes the following:
1. Included in the proposal is a quote for Televic Support and Service so that when any
issues arise their products and software Triton can easily get support and help for the
City. This is a block of 8 hours that can be carried over for 3 years. Once the 8 hours
are used an additional block can be purchased.
2. Add a Crestron Presentation Switcher to the control room rack.
a. The switcher will have six HDMI inputs available with three used for the Cable Box,
Televic Voting, and Televic speaker timer.
b. It will have two HDBT or 8G inputs to be used for the Zoom PC & Presentation PC
located in Chamber.
c. There are two HDMI outputs that we will feed a Chamber Program distribution
amplifier feeding the Televic video input, the front of dais confidence monitor, and
the production system. The other HDMI output will feed the Zoom PC and the
production system.
d. The two HDBT or 8G outputs will feed the rear projection screen & Samsung touch
display.
3. Add and configure the 1 M/E Control Panel to existing ATEM Production Switcher. This
Panel allows the production switcher to be operated more easily than using the GUI
panel. This would be installed in the control room and the operator in that room would
select the production sources that would be streamed.
4. We will add a new 27” wall mounted display for the switcher multiviewer. We will also
mount the Crestron 15” touchpanel on the wall.
5. A new SDI embedded and discrete analog audio monitor to the system allowing users
to view or listen to production audio. SDI input will be from production switcher program
and analog audio input from DSP with audio selector on Crestron panel.
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 2 of 15
EXHIBIT A
SCOPE OF WORK
CHAMBER UPGRADE
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
6. A pair of dedicated audio monitors will be added with source control and volume
controls in the Crestron touch panel. Users can listen to relative Chamber audio mix,
production audio, or other mixes determined in design.
7. Add two Crestron Control Panels to control the Audio System and Presentation
Switcher. One 10” Panel would be located at the dais by the Clerk or whoever would
operate it. The 2nd 15” panel would be in the control room. The X-Panel would still be
loaded on a PC as a back up to either of the dedicated panels.
8. Triton will create a dedicated production audio mixer in the Control Room Crestron
panel with options for manual control or auto mixing.
9. Add two small Televic Speaker Timer Displays would be installed on the podium facing
the presenter with a 2nd one mounted on the rear panel of the podium facing the dais.
These two displays would only show the speaker timer.
10. The OFE Confidence Monitor facing the podium would display a mirrored feed of the
presentation shown on the rear projection screen.
11. Replace the Shure Mixer with a Biamp DSP and feed from OFE microphones,
amplifiers, speakers, production audio feeds, etc.
12. Replace four channels of wireless microphones with four handheld microphones with
charging bases. These are DANTE microphones and need a single antenna. There is
no rack mount interface, and the antenna is the active POE powered transmitter and
system manager.
13. Triton will install a new and dedicated AV & broadcast switch to support DANTE VLAN,
control system VLAN, and other network interfaces as needed. This can be added to
the city network if desired in a manner determined during the design.
14. Remove existing equipment from racks and desktop. Install added equipment and
existing equipment to two new vertical racks with a custom table to be pushed up
against the racks. Install new wiring within the two racks with all video, audio and
network cables labeled, documented, and nicely dressed.
15. Remove equipment no longer in use from system such as the Denon Audio Recorder.
These items will be identified in the design.
16. Integrate Zoom PC so that it can be displayed as a source to the presentation system
with the audio from zoom being mixed into the audio system that feeds the council
chamber and production streamed feed. Integrate the Zoom PC so that it can be used
when there are no production personnel.
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 3 of 15
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
17. Remove HDCP Restrictions from the video system when using the Whiteboard monitor
and Zoom PC with correct HDCP management for sources and displays.
18. Replace existing Air Media with internal switcher air media interface
19. Integrate 2nd OFE Zoom PC for production system use so separate optimized views can
be used for production operation.
20. Run live production video and audio to the Lobby Monitor to reduce video delay.
21. Replace rear projection, video projector with a brighter laser projector.
22. Consider different layouts of the production operators desk during the design to improve
their workspace.
PROJECT PROCESS
This project includes our Project Process, which describes our approach and methodology to a
design and build project. The entire process is made up of four phases in which each one is
built upon the other.
The two phases, Program Phase and Design Phase, will require collaboration between us and
the City of La Quinta to define all the project requirements. Without collaboration, it is not
possible to define the customer’s objectives and expectations, nor design a system that will
meet them
Within both the Program and Design Phase, the client will be required to review and approve
all deliverables before proceeding to the next phase. This allows the client to fully understand
their systems specification, capabilities, budgets, timelines, etc. This review and approval
process confirms that the design is meeting their objectives and expectations.
The Project Process includes value engineering throughout the entire process, which allows us
to discuss alternative designs, products and/or processes that could be applied to the project
with the benefit of saving the customer money.
Our Project Process is as follows:
I. PROGRAM PHASE: The first phase of the process is to develop the conceptual
design and define overall project goals. This phase allows the project team to
brainstorm at an elevated level and determine the specific functionality for each
system area and location of the project. The deliverables of this phase include block
and flow diagrams, a Rough Order of Magnitude (ROM) estimate of proposed
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 4 of 15
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
equipment, space layout drawings and preliminary functional description of the
system.
a. Provide Needs Analysis
b. Review Existing Documentation – Facilities
c. Benchmark Comparable Facilities
d. Conduct Program Meeting – Management, Operator, Engineering
e. Program Report including:
i.Conceptual Design
ii.ROM estimate of proposed equipment
iii.Equipment Demonstrations
iv.Preliminary functional description of system
f. Client sign off of this phase is required before moving to Design Phase.
II. DESIGN PHASE: The Design Phase refines the research and design findings from
the Program Phase. This second phase takes the information from Program Phase
and develops the design into detail. Once this phase is completed, the client will
know everything that needs to be known about the project from a technical
standpoint including how all equipment will be wired, where the equipment will be
installed, what size technical furniture or number of racks will be required, as well as
electrical and mechanical requirements. A final Bill of Material is prepared inclusive
of specific line-item equipment lists. This phase includes the following:
a. Conduct and attend 1 Meetings
b. Research Benchmark Equipment
c. Develop System Design
d. Establish the Infrastructure
i. Concept
ii.Schematic, Design (Wire Diagrams)
e. Critical Design Review of Technical Systems
f. Final space planning, floor plans, equipment locations, etc.
g. Rack elevations and/or console and furniture layouts
h. Mounting Details (Projector, Monitors, Cameras, etc.)
i. I/O Panel Design and Layout
j. Identification of power, and conduit requirements. The customer will complete the
implementation of power and conduit requirements.
k. Deliverables and Approval
i. Provide 11X17 Drawings using Triton Title Blocks in both hard and soft
copy. Soft copy is delivered in both AutoCAD and pdf formats. Drawings
include single line drawings that document every cable and all the
equipment that will be installed in this project. (Cables not documented
include power, keyboard, and mice.) Depending on the project other
drawings may include floor plans, reflected ceiling plan, console and rack
elevations.
ii. Provide Bill of Material (BOM) in both hard and soft copy formats. Soft
copy is provided in both Excel and pdf formats. It will be formatted with the
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 5 of 15
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
following order: item #, quantity, manufacturer, equipment model #,
description, price, and extended price. If there is Customer Furnished
Equipment (CFE) that is required in this project, those items will be
designated as CFE on the BOM with no price associated with it.
iii. Provide Cable Database in both hard and soft copy formats. Soft copy is
provided in Excel format.
iv. Project cost quote for remaining phases.
v. Project Timeline for remaining phases.
vi.Written bid specifications when Triton is providing design services only. This
is provided as both hard and soft copy with soft copy provided in Word
format.
l. Client sign off of this phase is required before moving to Installation Phase.
III. INSTALLATION PHASE: Once the customer approves the design, the project
moves to the installation phase. Deliverables and activities in this phase are as
follows:
a. Installation Coordination Meeting
b. Create cable labels
c. Prepare Submittals
i. Shop Drawings
ii. Sample Finishes
iii. Detailed Technical Drawings
d. Customer to procure all equipment
e. Prepare New Site for Installation
i. Rack
ii. Grounds
iii. Cable Trays
f. Pre-Assembly and testing
g. Assemble and test the Technical System
h. Install Equipment
i. Run Cables
j. Label all cables and equipment
k. Vendor Commissioning
l. Deliverable
i. All Equipment Installed
ii. Wiring Complete
m. Client sign off of this phase is required before moving to Commissioning Phase.
IV. COMMISSIONING PHASE: This is the system startup phase where the equipment
and wiring are tested, operational parameters set, and configured to ensure
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 6 of 15
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
complete functionality. Triton coordinates operational training provided by the
equipment manufacturer. The working system is delivered to the client as a fully
functional and operating system. This phase includes system acceptance by the
customer, as-built engineering drawings delivery, and overall technical system
review. Deliverables and activities in this phase include:
a. Set equipment parameters
b. Preliminary Tests
c. Generate Punch List
d. Inspect, Test, and Align System
e. Up to 2 Hours of system and technical review for the CUSTOMER’S technical
staff responsible for the maintenance and troubleshooting of the system is
included at no cost.
f. Deliverables
i. Final As-Built Engineering Drawings will be provided in both Hard and Soft
Copy.
1. One set of bound notebooks(s) will be provided to house the hard
copy drawings printed on 11”X17” size paper.
2. Two USB Drives with electronic copies of:
a. AutoCAD dwg files of the as-built drawings
b. Adobe pdf files of the as-built drawings
c. Microsoft Excel Wire List
ii.Items delivered to the customer that were included with any new equipment
1. Operational Manuals (if provided by manufacturer)
2. Manufacturer CD’s containing the software versions and releases
installed on the equipment (if applicable)
3. Equipment accessories/options not needed during the installation
4. Other technical information that may have been provided
g. Project Sign Off from Client
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 7 of 15
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
PRICING
The total for this project is: $142,523.97. Following is the breakdown of the equipment,
installation materials and labor prices.
PAYMENT TERMS
Payment terms for this project is as follows:
EQUIPMENT AND INSTALLATION MATERIALS - Equipment and Installation materials will
be invoiced once shipped to either Tritons’ or your warehouse, whichever occurs first with
payment due in Net 30 days.
LABOR – Labor to be invoiced with payment due in Net 30 days at the following milestones:
B 20% to be invoiced at time of kick off meeting.
B 20% to be invoiced when first drawing is delivered for review
B 20% to be invoiced when final set of drawings are reviewed.
B 30% to be invoiced the first day installation begins.
B 10% to be held in retention until project is signed off by client.
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 8 of 15
CUSTOMER:QUOTE DATE:November 23, 2021
ADDRESS:
CONTACT:
PHONE #:
EMAIL:
ITEM #QTY MANUFACTURER MODEL #DESCRIPTION PRICE
EXTENDED
PRICE
1 1 Blackmagic Design BMD-
SWPANELADV1ME ATEM 1 M/E Advanced Panel $3,035.00 $3,035.00
2 1 Blackmagic Design CONVNTRM/CA/SDIAU De-embed audio to analog or AES/EBU from any SD,
HD or Ultra HD SDI connection.$456.00 $456.00
3 2 Blackmagic Design CONVNTRM/CB/AUSDI Embed audio from analog or AES/EBU to any SD, HD
or Ultra HD SDI connection.$456.00 $912.00
4 1 Blackmagic Design CONVMSDIDA Mini Converter SDI Distribution $147.00 $147.00
5 2 Blackmagic Design CONVNTRM/YA/RSH Teranex Mini Rack Shelf $98.00 $196.00
6 1 Blackmagic Design HDL-AUDMON1RU12G
Monitor your audio with the 1 RU Blackmagic Audio
Monitor 12G from Blackmagic Design. Featuring a dual-
subwoofer design with extra wide range speakers, the
audio monitor is equipped with Class-D amplifiers. It
features a 12G?SDI input, a balanced XLR analog
audio input, a balanced AES/EBU digital input audio,
HiFi audio inputs, and an HDMI 2.0 output. The front
panel features multicolored audio level meters and a
built-in LCD for monitoring video sources.
$1,099.00 $1,099.00
7 1 Dell S2721Q
27” lifestyle-inspired 4K UHD monitor that supports
HDR content playback for an amazing entertainment
experience.
Features Fixed Stand / Speaker
$427.00 $427.00
8 2 Crimson AV A30F Articulating mount for 10" to 30" flat panel screens $39.00 $78.00
9 2 Yamaha HS5 5 inch Powered Studio Monitor - Black $142.00 $284.00
10 2 Apantac US-4000 Standalone Bi-directional Universal Scaler with
Genlock $2,107.00 $4,214.00
11 1 Crestron DMPS3-4K-350-C-
AIRMEDIA
3-Series® 4K DigitalMedia™ Presentation System 350
with AirMedia®$6,750.00 $6,750.00
12 1 Crestron DM-PSU-3X8-RPS PoDM+ Redundant Power Supply for DM 8G+® I/O
Blades & DMPS3-4K-200/300-C $2,500.00 $2,500.00
13 6 Crestron DM-RMC-200-C DigitalMedia 8G+® Receiver & Room Controller 200 $1,250.00 $7,500.00
14 4 Crestron DM-TX-201-C DigitalMedia 8G+® Transmitter 201 $813.00 $3,252.00
15 1 Crestron TS-1070-B-S 10.1 in. Tabletop Touch Screen, Black Smooth $1,875.00 $1,875.00
16 1 Crestron TS-1542-TILT-B-S 15.6 in. HD Touch Screen, Tabletop Tilt, Black Smooth $3,000.00 $3,000.00
17 3 Crestron HD-DA4-4KZ-E 1:4 HDMI® Distribution Amplifier w/4K60 4:4:4 & HDR
Support $344.00 $1,032.00
18 1 Panasonic PT-MZ880BU7 8,000 LUMENS, LCD, WUXGA RESOLUTION, 4K
INPUT, LASER PROJECTOR, BLACK $7,225.00 $7,225.00
19 1 Biamp Tesira SERVER-IO
Configurable I/O DSP with up to 48 channels of I/O, 1
DSP-2 card (2 additional DSP-2 cards can be added),
no AVB-1 network card
$4,200.00 $4,200.00
20 1 Biamp Tesira DSP-2 Tesira DSP card with two DSPs $530.00 $530.00
21 1 Biamp Tesira DAN-1 Tesira 64x64 Dante™ module for use in SERVER or
SERVER-IO chassis $924.00 $924.00
22 5 Biamp Tesira SEC-4 Tesira 4 channel mic/line input card with acoustic echo
cancellation per channel $464.00 $2,320.00
23 2 Biamp Tesira SOC-4 Tesira 4 channel mic/line output card $202.00 $404.00
24 1 Shure MXWNCS4
4-port networked charging station charges handheld,
bodypack, and boundary transmitters and gooseneck
bases.
$1,136.00 $1,136.00
25 4 Shure MXW2/BETA58
Handheld Transmitter with Beta 58A Capsule
With an interchangeable BETA 58A® microphone
cartridge, MXW2/BETA58 features dual transmit
antennas that maximize transmission strength based
on the user’s hand placement.
$506.00 $2,024.00
26 1 Shure MXWAPT4
Access Point Transceiver
The four-channel MXWAPT4 uses automated
frequency coordination to assign clean frequencies to
wireless microphone transmitters.
$2,170.00 $2,170.00
27 4 On Stage MY330
Shock-Mount Wireless Mic Clip - 30 mm opening
delivers a secure grip for handheld wireless mics.
Integrated shock absorber reduces rumble for clear mic
sound. Heavy-duty brass socket for stable, reliable
mounting. 5/8"-27 threading mounts to a wide range of
mic stands and booms.
$12.00 $48.00
28 4 On Stage DS7200B Adjustable Hgt 9-13in Desk Stand Black Base / Tube $19.00 $76.00
29 1 Beetronics 8HD7M
This 8 inch metal monitor delivers best-in-class picture
quality with excellent 178° viewing angles. The 8 inch
monitor has a sturdy metal housing and is ideal for
desktop, flush and wall mounting. The 8HD7M can be
connected via HDMI, VGA, BNC or RCA connections.
$344.00 $344.00
30 1 Beetronics 15HD7M
This 15" inch Full HD monitor delivers best-in-class
picture quality with excellent 178° viewing angles. The
15 inch monitor has a sturdy metal housing and is ideal
for desktop, flush and wall mounting. The 15HD7M can
be connected via HDMI, VGA, BNC or RCA
connections.
$544.00 $544.00
31 1 Crimson AV T30
Tilting mount for 10" to 30" flat panel screens
Flat panel tilt wall mount with smooth adjustments of
15° forward and 15° back for a variety of viewing
angles. Makes a secure installation quick and easy,
simply hang the screen and turn the pre-assembled
securing screw to lock in place. Holds screen close to
wall for a clean look.
$17.00 $17.00
SYSTEM EQUIPMENT
City of La Quinta
LA Quinta Upgrade BOM_V2PROPOSAL #:
32234 Paseo Adelanto Suite E-1|San Juan Capistrano, CA 92675
phone: 949.388.3919 | fax: 866.275.9175
BECAUSE TECHNOLOGY NEVER ENDS
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 9 of 15
CUSTOMER:QUOTE DATE:November 23, 2021
ADDRESS:
CONTACT:
PHONE #:
EMAIL:
ITEM #QTY MANUFACTURER MODEL #DESCRIPTION PRICE
EXTENDED
PRICE
City of La Quinta
LA Quinta Upgrade BOM_V2PROPOSAL #:
32234 Paseo Adelanto Suite E-1|San Juan Capistrano, CA 92675
phone: 949.388.3919 | fax: 866.275.9175
BECAUSE TECHNOLOGY NEVER ENDS
32 1 Listen Tech LS-58-072-D
Assisted Listening System based on 201 Occupancy,
One (1) LT-800-072-01 Stationary RF Transmitter (72
MHz)
One (1) LA-465 Dante 1 Channel Output XLR Adapter
(POE required)
One (1) LA-122 Universal Antenna Kit (72 MHz and 216
MHz)
One (1) LA-326 Universal Rack Mounting Kit
Four (4) LR-5200-072 Advanced Intelligent DSP RF
Receiver (72 MHz)
Four (4) LA-401 Universal Ear Speaker
Two (2) LA-430 Intelligent Earphone/Neck Loop
Lanyard
One (1) LPT-A107-B Dual RCA to Dual RCA Cable 6.6
ft. (2 m)
One (1) LA-381-01 Intelligent 12-Unit Charging Tray
One (1) LA-304 Assistive Listening Notification Signage
Kit
$1,880.00 $1,880.00
33 5 Listen Tech LR-5200-072 Advanced Intelligent DSP RF Receiver (72 MHz)$177.00 $885.00
34 5 Listen Tech LA-401 Universal Ear Speaker $16.00 $80.00
35 1 Listen Tech LA-430 Intelligent Earphone/Neck Loop Lanyard $50.00 $50.00
36 1 High Tech CUSTOM TABLE
Two bay countertop, approximately 44” wide by 18”-24”
deep on Hafele legs, with the two rear on castors and
the two front adjustable fixed. Countertop in laminate
with a black vinyl edging. Full width undercounter pull
out keyboard/tray and a latching system that attaches
countertop to racks. Customer’s choice of finish.
Standard countertop
height.
$2,250.00 $2,250.00
37 2 Middle Atlantic WRK-44-32 44 RU WRK Series 24-1/4 Inch Wide Rack, 32 Inches
Deep $1,362.00 $2,724.00
38 1 Middle Atlantic LACE-44-OP 44 RU Lace Strip 3.25 Inches Wide with Tie Posts - 6
Piece $207.00 $207.00
39 2 Middle Atlantic WRK-RR44 44 RU Rackrail 10-32 for WRK Series $136.00 $272.00
40 2 Middle Atlantic PD-2415SC-NS Slim Power Strip, 24 Outlet, 15A $147.00 $294.00
41 2 Xtreme Power P90L-1500 1700VA/1530W 120V UPS Module
with 328W 48V Nominal Charger, 2U $889.00 $1,778.00
42 1 Luminex LU 01 00052-POE GigaCore 26i Gigabit Ethernet Switch with 370W PoE
Supply (24 RJ45 Ports, 6 SFP Ports)$3,763.00 $3,763.00
43 1 Televic CoCon Signage
71.98.1102 Speaker Timer License $1,707.00 $1,707.00
44 2 PC TBD
PC for discrete speaker timer generation Required. for
Speaker Timer Displays to ron CoCon Signage
Software & Zoom PC in Control Room if desired
$0.00 $0.00
45 1 Televic 8 Hour - Support Block
99.06.0008
8 hour support block for phone support and/or remote
PC control. Can be use as needed in 1-hour
increments. Remains valid for 3 years. This allows
Triton to get direct support over the course of 3 years
and up to 8 hours. This can be purchased again in
three years.
$800.00 $800.00
46 1 Televic TTV 99.06-0003
On-Site Training, Commissioning or Troubleshooting.
*****3 WEEKS NOTICE IS REQUIRED TO SCHEDULE
ON SITE TRAINING***** Televic will travel on site to
perform the software upgrade to fix the problem with
the Con Con Start/Stop Time. Triton is recommending
this with Triton onsite so that Triton can become more
familiar with the Televic system. **Includes Travel
Expenses**
$2,250.00 $2,250.00
47 1 Triton MATERIALS
Install materials include cables, connectors, panduit, cable
ties, rack screws, cable lables and other consumables
required in the installation of the above equipment
$2,925.00 $2,925.00
48 1 Triton LABOR Labor per scope of work $46,500.00 $46,500.00
SUBTOTAL:$127,084.00GROUND FREIGHT ESTIMATE BILLED AT COST
(DROP SHIP TO CLIENT NON-TAXABLE)7:$1,588.55
5% CONTINGENCY8:$6,354.20
TAX @:8.75%$7,479.22
CALIFORNIA E-WASTE RECYCLE FEE:
$4.00/Monitor 4" - 14.99"
$5.00/Monitor 15"-34.99"
$6.00/Monitor 35" or larger $18.00
TOTAL:$142,523.97
SYSTEM OFE (OWNER FURNISHED EQUIMENT) DEVICES
MATERIALS & LABOR
TERMS AND CONDITIONS:
1. This quotation is valid for 30 days from quote date.
2. Payment terms available upon credit approval.
3. Pricing is based on a cash discount, not the use of a credit card.
Payments made by credit cards will incur a 4% increase to the total.
4. Ground freight is estimated and billed at the cost Triton incurs.
5. Labor quoted, is not a condition of the equipment being purchased
from Triton.
6. This information is confidential between Triton and the named
Customer above and cannot be shared with anyone outside of either
organization without approval from either organization.
7. Freight is taxable if Triton receives the equipment then delivers it or
ships it to the customer. Freight is non taxable when Triton's supplier
ships direclty to the customer.
8. The contingency is to only be used if additoinal equipment is required
or the project requires replacement product to what is quoted due to
availability issues.
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 10 of 15
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
PROJECT ASSUMPTIONS AND EXCLUSIONS
B All existing equipment is in working order
B We will have access to the space for total of two consecutive weeks during
normal business hours
B The City of La Quinta is to provide clear cable pathways utilizing, conduit, ladder,
or other methods. Triton will collaborate with the client to identify what is required.
B Triton does not perform any high voltage electrical as we do not have a C10
Contractor's license, nor does Triton install any new conduit pathways for low
voltage cabling. This is provided by the client or their electrician.
B All permits to be provided by owner
B If required, structural, mechanical, and electrical engineers to be provided by the
City of La Quinta. Triton will provide information to the engineers for example, heat
loads, power requirements, conduit requirements, mechanical dimensions and
weights of devices that need to be mounted, however the above engineers will
provide the specifications of these items.
B Scaffolding or lifts are not included as it is assumed all aspects of the installation
can be completed using 10’ ladders.
B Plenum Cabling is not a requirement of this project.
B Triton Technology Solutions assumes that City staff including the City Clerk, IT
Support Staff including contractors, and all other staff who has input on the design
will be available to answer questions during all phases of this project.
B Triton will inform the City of La Quinta if there is any change in the scope of work
and will provide a price for the change. The city then can decide to accept or reject
the change. If the change is accepted, then the city will need to issue a revised PO
or contract.
B This proposal is valid for 30 days from the date of submittal. Prices are very
volatile at the moment with many manufacturers giving no notice of price increases
therefor these prices cannot be held for no more than 30 days.
B These services are quoted to complete this project within 120 days. Delays by
the customer, GC, or AV contractor, which extends the timeline will affect Triton’s
cost and Triton will require a change order to cover the additional costs for the
additional time required to provide these services over an extended period.
B It is the City of La Quinta’s responsibility to warrant the security of any and all
information provided for data and or network security provided for this project. For
more information, Triton’s Data and Network Security Liability Disclosure is available
upon request.
B The labor quoted is not a condition of equipment being purchased from Triton.
B This proposal does not include the cost of a bid, performance, or payment bond.
If a bond is required for this project the cost will need to be added to this proposal.
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 11 of 15
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
B Proposed payment terms available upon credit approval. Pricing is based on a
payment via cash, electronic transfer or company check. Payments made by credit
cards will incur a 4% increase to the total amount proposed.
B Liquidated damages are not applicable to this project.
TERMS AND CONDITIONS
B LIMITATION OF LIABILITY: Neither party shall be liable for loss of profits or any
special, incidental, or consequential damages arising from this agreement, however
caused, even if the other part has been advised of the possibility of such potential
loss or damage. In no event, shall either party’s liability for actions arising from or
related to the services provided under this agreement exceed the amount of fees
payable for such services pursuant to this agreement.
B TERMINATION: City of La Quinta may terminate this Agreement at any time
upon written notice to Triton. Triton may terminate this Agreement upon thirty (30)
days prior written notice to the City of La Quinta only upon the occurrence of the
material breach of any of the terms or conditions of this Agreement by the City of La
Quinta, including but not limited to any failure to make payment as required herein,
and the breach is not cured within thirty (30) days after written notice thereof . In the
event of termination of this Agreement as provided herein, City of La Quinta shall
remain responsible to pay Triton, in accordance with this Agreement, for any
services provided by Triton to the City of La Quinta in accordance with this
Agreement through the date of termination, for which full payment has not been
made. Subsequent to the date of termination, following notice, Triton shall have no
further responsibility to perform any services for the City of La Quinta.
B CONFIDENTALITY: This proposal and all its content and any attached
documents are proprietary and confidential and cannot be used for any purpose
other than evaluating the proposal. It is not to be shared in whole or in part with
anyone outside the City of La Quinta.
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 12 of 15
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
WARRANTY STATEMENT
The warranty of systems designed and installed by Triton fall into two included categories:
I. System Installation Warranty (Covered by Triton)
II. Equipment Warranty (Covered by the Manufacturer, NOT Triton)
I. System Installation Warranty: Covered by Triton
The System Installation Warranty covers the INSTALLATION materials needed to connect the
equipment within a system and is covered by Triton.
Triton warrants all system installation components and workmanship to be free from defects for a
minimum period of one (1) year from the date of customer final acceptance and sign-off or Substantial
Completion1 whichever comes FIRST. This warranty includes all system installation components such
as:
Cable, connectors, nuts, bolts, screws, cable support bars, terminal blocks, tie-raps, strain relief,
mounting brackets, input/output panels, custom software, or custom equipment manufactured
where no commercial product was available or was unsuitable. It is important to note this
warranty covers installation materials of the system and NOT the equipment within the system
unless Triton has manufactured the individual component. Triton will warranty any custom
designed / built equipment or interfaces created by Triton for a period of (1) year.
Triton will correct or replace any of the above installation components that fail during the one (1) year
warranty period at NO CHARGE to the customer.
If Triton provides system design services to the customer, Triton also warrants that the components
selected or recommended, and the system configuration including system performance specifications is
operational and appropriate for the intended use as agreed upon by the customer and shown in the
single line documentation and equipment lists provided with the system for the same period of one (1)
year. Triton will work diligently to ensure the system design meets or exceeds the expectations of the
customer. It is the customer’s responsibility to fully understand the capabilities and limitations of the
system BEFORE signing off on the final single line documentation.
Triton will correct any system design configuration that fails to perform to specification or as diagramed
after the single lines have been approved. If the system will not function as depicted on the single line
diagrams, Triton will provide the engineering services for the re-design and subsequent changes to
documentation, and any other design element affected by the change at NO CHARGE to the customer.
The customer will be responsible for any equipment items needed to make the system functional.
Equally important to what is provided by the System Installation Warranty, is what is not covered.
NOT COVERED under the Triton System Installation Warranty:
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 13 of 15
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
1. Manufactured Equipment that fails to operate DURING the installation period. If during
the system installation, a piece of equipment fails to operate properly, Triton will coordinate
with the manufacturer or vendor that provided the equipment to have it repaired or replaced
as necessary only if the equipment is purchased from Triton.
1. If the equipment is not purchased from Triton the customer will need to coordinate
the repair or replacement of the piece of equipment.
2. If the equipment is not purchased from Triton and this causes a delay of the
installation, testing, commissioning or completion of the project, the customer will be
charged for the time lost for any Triton employee not able to complete their work
during that delay. If other work can be assigned to the employee, then there will be
no additional charge.
It will be the responsibility of the customer to provide the freight to/from the manufacturer as
required by the manufacturer’s warranty agreement. Triton will not be liable for missed
deadlines or loss of business to the customer for equipment that does not function and is
beyond the control of Triton.
2. Manufactured Equipment fails AFTER system sign-off. If an equipment item fails after
the system is operational and signed-off by the customer. The customer will be responsible
for getting the equipment item repaired or replaced according to the manufacturer’s
warranty. Triton is not responsible for the removal or reinstallation of the item. If the
customer is not technically capable of removal/reinstallation of the item, Triton will provide
those services at the prevailing rates.
3. Legacy equipment provided by the customer as part of a system installation that fails to
operate will be the responsibility of the customer to have repaired and functioning to a level
of specification in accordance with system in which it is placed. (i.e., the unit meets
broadcast or manufacturers specifications if designed to be used in a broadcast system)
4. System design modifications that affect the operational capability of the system after it
has been installed, tested and signed off. If the customer changes the design or re-wires the
system and is not in accordance with the single line documents provided, Triton will NOT
warranty the portion of the system that was changed or its effect on the remaining portions
of the system. NOTE: a change in one area may affect another. If Triton must research and
correct the problem that was a result of a customer design change after approval, the
customer will be responsible for all charges at the Triton prevailing rates.
5. Triton will not warrant software and computer configuration changes performed by
the customer after system sign-off. Computer-based equipment is sensitive to
configuration changes. When Triton completes an installation that includes software, ONLY
those programs and configurations recommended or approved by the manufacturer or
software provider should be placed on the computer. If the customer adds, changes,
updates, deletes, or otherwise changes the software or configuration of the computer,
Triton will not warrant the computer-based system operation. It is highly recommended
that ANY of the computer-based systems be operated in strict accordance with the
manufacturer’s recommendations. The customer will be responsible for all expenses to
either return the system to its original configuration or find the solution that enables the
change to be functional.
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 14 of 15
PRODUCTION AND AUDIO-VISUAL UPGRADES PROPOSAL
Triton Technology Solutions, Inc 32234 Paseo Adelanto Suite E-1 San Juan Capistrano, CA 92675
949.388.3919 Office * 866.275.9175 Fax * www.TritonTechnologySolutions.com
6.System design by consultants or others are NOT warranted by Triton unless a thorough
engineering review has been completed by Triton. Triton will not knowingly embark on a
system design or installation that is known to be flawed or which the operational
performance is questionable.
7.Equipment modifications. Modifications to equipment that are not approved by the
manufacturer may not be warranted within a system. Generally, those will be limited to the
specific item but may have a detrimental effect on other components of the system.
8.Use of non-standard equipment, connectors, cables, or adapters. If a customer uses
non-standard items within the system that is not part of the Triton installation process, and
approved by Triton, these items and related systems will not be warranted by Triton. It will
be the customer’s responsibility to ensure the compatibility of such items for their intended
use within the system.
9.Data and Network Security. Triton Technology Solutions, Inc. shall make all efforts to
maintain network and data security during the project. Triton will not guarantee or warrant
the security of any information you provide for this project. Triton to be held harmless for any
and all claims involving infringement of intellectual property, including but not limited to
infringement of copyright, trademark, trade dress, invasion of privacy violations, information
theft, damage to or destruction of electronic information, release of confidential information,
alteration of electronic information, extortion and network security. Triton is not liable for any
breach response costs as well as regulatory fines and penalties nor credit monitoring
expenses. Triton’s Network Liability Clause is available for more information and detail to
how we will make every effort to maintain data security during the project.
10.Training. Training is not included in the system warranty; however, it is available at an
additional cost if required.
II.The Equipment Warranty: NOT Covered by Triton
The Equipment warranty covers the manufactured equipment items that make up the system such as
Cameras, Projectors, Switchers, Editors, Monitors, Distribution Amplifiers, and other manufactured
items. The warranties for these items are covered by the MANUFACTURER and may vary in length
and level of coverage. Under our standard warranty, these equipment items are not covered by Triton
since they are covered by the manufacturer. Triton MAY provide various levels of equipment warranty
services for an additional charge.
Definitions:
1 Substantial Completion is defined as the customer having the first beneficial use of the system
as it was intended or designed.
City of La Quinta Upgrade Prjctr Prpsl_R2.pdf Page 15 of 15
Exhibit A
Page 2 of 5
ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition,
installation, repair, or maintenance affecting real property or structures or
improvements of any kind appurtenant to real property, the following apply:
1. Prevailing Wage Compliance. If Contracting Party is a contractor
performing public works and maintenance projects, as described in this
Section 1.3, Contracting Party shall comply with applicable Federal, State, and
local laws. Contracting Party is aware of the requirements of California Labor
Code Sections 1720, et seq., and 1770, et seq., as well as California Code of
Regulations, Title 8, Sections 16000, et seq., (collectively, the “Prevailing
Wage Laws”), and La Quinta Municipal Code Section 3.12.040, which require
the payment of prevailing wage rates and the performance of other
requirements on “Public works” and “Maintenance” projects. If the Services
are being performed as part of an applicable “Public works” or “Maintenance”
project, as defined by the Prevailing Wage Laws, and if construction work over
twenty-five thousand dollars ($25,000.00) and/or alterations, demolition,
repair or maintenance work over fifteen thousand dollars ($15,000.00) is
entered into or extended on or after January 1, 2015 by this Agreement,
Contracting Party agrees to fully comply with such Prevailing Wage Laws
including, but not limited to, requirements related to the maintenance of
payroll records and the employment of apprentices. Pursuant to California
Labor Code Section 1725.5, no contractor or subcontractor may be awarded
a contract for public work on a “Public works” project unless registered with
the California Department of Industrial Relations (“DIR”) at the time the
contract is awarded. If the Services are being performed as part of an
applicable “Public works” or “Maintenance” project, as defined by the
Prevailing Wage Laws, this project is subject to compliance monitoring and
enforcement by the DIR. Contracting Party will maintain and will require all
subcontractors to maintain valid and current DIR Public Works contractor
registration during the term of this Agreement. Contracting Party shall notify
City in writing immediately, and in no case more than twenty-four (24) hours,
after receiving any information that Contracting Party’s or any of its
subcontractor’s DIR registration status has been suspended, revoked, expired,
or otherwise changed. It is understood that it is the responsibility of
Contracting Party to determine the correct salary scale. Contracting Party
shall make copies of the prevailing rates of per diem wages for each craft,
classification, or type of worker needed to execute the Services available to
interested parties upon request, and shall post copies at Contracting Party’s
principal place of business and at the project site, if any. The statutory
penalties for failure to pay prevailing wage or to comply with State wage and
hour laws will be enforced. Contracting Party must forfeit to City TWENTY-
Exhibit A
Page 3 of 5
FIVE DOLLARS ($25.00) per day for each worker who works in excess of the
minimum working hours when Contracting Party does not pay overtime. In
accordance with the provisions of Labor Code Sections 1810 et seq., eight
(8) hours is the legal working day. Contracting Party also shall comply with
State law requirements to maintain payroll records and shall provide for
certified records and inspection of records as required by California Labor Code
Section 1770 et seq., including Section 1776. In addition to the other
indemnities provided under this Agreement, Contracting Party shall defend
(with counsel selected by City), indemnify, and hold City, 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. It is agreed by the parties that, in connection with performance of the
Services, including, without limitation, any and all “Public works” (as defined
by the Prevailing Wage Laws), Contracting Party shall bear all risks of payment
or non-payment of prevailing wages under California law and/or the
implementation of Labor Code Section 1781, as the same may be amended
from time to time, and/or any other similar law. Contracting Party
acknowledges and agrees that it shall be independently responsible for
reviewing the applicable laws and regulations and effectuating compliance
with such laws. Contracting Party shall require the same of all subcontractors.
2. Retention. Payments shall be made in accordance with the
provisions of Article 2.0 of the Agreement. In accordance with said Sections,
City shall pay Contracting Party a sum based upon ninety-five percent (95%)
of the Contract Sum apportionment of the labor and materials incorporated
into the Services under this Agreement during the month covered by said
invoice. The remaining five percent (5%) thereof shall be retained as
performance security to be paid to Contracting Party within sixty (60) days
after final acceptance of the Services by the City Council of City, after
Contracting Party has furnished City with a full release of all undisputed
payments under this Agreement, if required by City. In the event there are
any claims specifically excluded by Contracting Party from the operation of the
release, City may retain proceeds (per Public Contract Code § 7107) of up to
one hundred fifty percent (150%) of the amount in dispute. City’s failure to
deduct or withhold shall not affect Contracting Party’s obligations under the
Agreement.
3. Utility Relocation. City is responsible for removal, relocation, or
protection of existing main or trunk-line utilities to the extent such utilities
were not identified in the invitation for bids or specifications. City shall
reimburse Contracting Party for any costs incurred in locating, repairing
damage not caused by Contracting Party, and removing or relocating such
unidentified utility facilities. Contracting Party shall not be assessed liquidated
Exhibit A
Page 4 of 5
damages for delay arising from the removal or relocation of such unidentified
utility facilities.
4. Trenches or Excavations. Pursuant to California Public Contract
Code Section 7104, in the event the work included in this Agreement requires
excavations more than four (4) feet in depth, the following shall apply:
(a) Contracting Party shall promptly, and before the following
conditions are disturbed, notify City, in writing, of any: (1) material that
Contracting Party believes may be material that is hazardous waste, as
defined in Section 25117 of the Health and Safety Code, that is required to be
removed to a Class I, Class II, or Class III disposal site in accordance with
provisions of existing law; (2) subsurface or latent physical conditions at the
site different from those indicated by information about the site made
available to bidders prior to the deadline for submitting bids; or (3) unknown
physical conditions at the site of any unusual nature, different materially from
those ordinarily encountered and generally recognized as inherent in work of
the character provided for in the Agreement.
(b) City shall promptly investigate the conditions, and if it finds
that the conditions do materially so differ, or do involve hazardous waste, and
cause a decrease or increase in Contracting Party’s cost of, or the time
required for, performance of any part of the work shall issue a change order
per Section 1.8 of the Agreement.
(c) in the event that a dispute arises between City and
Contracting Party whether the conditions materially differ, or involve
hazardous waste, or cause a decrease or increase in Contracting Party’s cost
of, or time required for, performance of any part of the work, Contracting
Party shall not be excused from any scheduled completion date provided for
by this Agreement, but shall proceed with all work to be performed under this
Agreement. Contracting Party shall retain any and all rights provided either
by contract or by law which pertain to the resolution of disputes and protests
between the contracting Parties.
5. Safety. Contracting Party shall execute and maintain its work so
as to avoid injury or damage to any person or property. In carrying out the
Services, Contracting Party shall at all times be in compliance with all
applicable local, state, and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to
the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be
limited to: (A) adequate life protection and lifesaving equipment and
procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders,
Exhibit A
Page 5 of 5
bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and
(C) adequate facilities for the proper inspection and maintenance of all safety
measures.
6. Liquidated Damages. Since the determination of actual damages
for any delay in performance of the Agreement would be extremely difficult or
impractical to determine in the event of a breach of this Agreement,
Contracting Party shall be liable for and shall pay to City the sum of One
Thousand dollars ($1,000.00) as liquidated damages for each working day of
delay in the performance of any of the Services required hereunder, as
specified in the Schedule of Performance. In addition, liquidated damages
may be assessed for failure to comply with the emergency call out
requirements, if any, described in the Scope of Services. City may withhold
from any moneys payable on account of the Services performed by
Contracting Party any accrued liquidated damages.
Exhibit B
Page 1 of 1
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for
in Section 2.3 of this Agreement, the maximum total compensation to be paid
to Contracting Party under this Agreement is not to exceed Two Hundred and
Forty Two Thousand and Six Hundred and Eighty Seven Dollars ($242,687)
(“Contract Sum”) for the life of the Agreement, encompassing the Initial and
any Extended Terms. The Contract Sum shall be paid to Contracting Party in
installment payments made on a monthly basis and in an amount identified in
Contracting Party’s schedule of compensation attached hereto for the work
tasks performed and properly invoiced by Contracting Party in conformance
with Section 2.2 of this Agreement.
Anticipated Annual Agreement Costs & Budget Expenditure Schedule
Fiscal Year Anticipated Expenditure Annually
Recurring Fees
FY 2021/22 & 2022/23
Jan. 1, 2022 – June 30, 2023 Annual Maintenance $ 6,813
$ 13,625
Chamber Upgrades $142,524
FY 2023/24 Annual Maintenance $ 13,625
FY 2024/25 Annual Maintenance $ 13,625
FY 2021/22-2024/25 Contingency
Calculated at approx. 5% $ 9,500
Initial 3-Year Term Total: $199,712
Optional One-Time 3-Year Term Extension
FY 2025/26 Annual Maintenance $ 13,625
FY 2026/27 Annual Maintenance $ 13,625
FY 2027/28 Annual Maintenance $ 13,625
FY 2025/26 – 2027/28 Contingency
Calculated at approx. 5% $ 2,100
Agreement Total (6-years): $242,687
Exhibit C
Page 1 of 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of
Services, Exhibit A of this Agreement, in accordance with the Project
Schedule, attached hereto and incorporated herein by this reference.
Exhibit D
Page 1 of 1
Exhibit D
Special Requirements
None.
Exhibit E
Page 1 of 7
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of
this Agreement, the following policies shall be maintained and kept in full force
and effect providing insurance with minimum limits as indicated below and
issued by insurers with A.M. Best ratings of no less than A-VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers’ Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General
Liability insurance against all claims for injuries against persons or damages
to property resulting from Contracting Party’s acts or omissions rising out of
or related to Contracting Party’s performance under this Agreement. The
insurance policy shall contain a severability of interest clause providing that
the coverage shall be primary for losses arising out of Contracting Party’s
performance hereunder and neither City nor its insurers shall be required to
contribute to any such loss. An endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the
Commercial General Liability policy only) must be submitted concurrently with
Exhibit E
Page 2 of 7
the execution of this Agreement and approved by City prior to commencement
of the services hereunder.
Contracting Party shall carry automobile liability insurance of
$1,000,000 per accident against all claims for injuries against persons or
damages to property arising out of the use of any automobile by Contracting
Party, its officers, any person directly or indirectly employed by Contracting
Party, any subcontractor or agent, or anyone for whose acts any of them may
be liable, arising directly or indirectly out of or related to Contracting Party’s
performance under this Agreement. If Contracting Party or Contracting
Party’s employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for
each such person. The term “automobile” includes, but is not limited to, a
land motor vehicle, trailer or semi-trailer designed for travel on public roads.
The automobile insurance policy shall contain a severability of interest clause
providing that coverage shall be primary for losses arising out of Contracting
Party’s performance hereunder and neither City nor its insurers shall be
required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as
appropriate shall be written on a policy form coverage specifically designed to
protect against acts, errors or omissions of the Contracting Party and “Covered
Professional Services” as designated in the policy must specifically include
work performed under this agreement. The policy limit shall be no less than
$1,000,000 per claim and in the aggregate. The policy must “pay on behalf
of” the insured and must include a provision establishing the insurer’s duty to
defend. The policy retroactive date shall be on or before the effective date of
this agreement.
Contracting Party shall carry Workers’ Compensation Insurance in
accordance with State Worker’s Compensation laws with employer’s liability
limits no less than $1,000,000 per accident or disease.
Contracting Party shall procure and maintain Cyber Liability
insurance with limits of $1,000,000 per occurrence/loss which shall include
the following coverage:
a. Liability arising from the theft, dissemination and/or use of
confidential or personally identifiable information; including
credit monitoring and regulatory fines arising from such theft,
dissemination or use of the confidential information.
b. Network security liability arising from the unauthorized use of,
access to, or tampering with computer systems.
Exhibit E
Page 3 of 7
c. Liability arising from the failure of technology products
(software) required under the contract for Consultant to
properly perform the services intended.
d. Electronic Media Liability arising from personal injury, plagiarism
or misappropriation of ideas, domain name infringement or
improper deep-linking or framing, and infringement or violation
of intellectual property rights.
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims-made basis, Contracting Party shall
maintain such coverage for an additional period of three (3) years following
termination of the contract.
Contracting Party shall provide written notice to City within ten
(10) working days if: (1) any of the required insurance policies is terminated;
(2) the limits of any of the required polices are reduced; or (3) the deductible
or self-insured retention is increased. In the event any of said policies of
insurance are cancelled, Contracting Party shall, prior to the cancellation date,
submit new evidence of insurance in conformance with this Exhibit to the
Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of
Contracting Party’s obligation to indemnify City, its officers, employees,
contractors, subcontractors, or agents.
E.2 Remedies. In addition to any other remedies City may have if
Contracting Party fails to provide or maintain any insurance policies or policy
endorsements to the extent and within the time herein required, City may, at
its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement
and/or withhold any payment(s) which become due to Contracting Party
hereunder until Contracting Party demonstrates compliance with the
requirements hereof.
c. Terminate this Agreement.
Exercise any of the above remedies, however, is an alternative to
any other remedies City may have. The above remedies are not the exclusive
remedies for Contracting Party’s failure to maintain or secure appropriate
Exhibit E
Page 4 of 7
policies or endorsements. Nothing herein contained shall be construed as
limiting in any way the extent to which Contracting Party may be held
responsible for payments of damages to persons or property resulting from
Contracting Party’s or its subcontractors’ performance of work under this
Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage
by Contracting Party. Contracting Party and City agree to the following with
respect to insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third
party general liability coverage required herein to include as additional
insureds City, its officials, employees, and agents, using standard ISO
endorsement No. CG 2010 with an edition prior to 1992. Contracting Party
also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this
Agreement shall prohibit Contracting Party, or Contracting Party’s employees,
or agents, from waiving the right of subrogation prior to a loss. Contracting
Party agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors and
subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party
and available or applicable to this Agreement are intended to apply to the full
extent of the policies. Nothing contained in this Agreement or any other
agreement relating to City or its operations limits the application of such
insurance coverage.
4. None of the coverages required herein will be in compliance with
these requirements if they include any limiting endorsement of any kind that
has not been first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that
would serve to eliminate so-called “third party action over” claims, including
any exclusion for bodily injury to an employee of the insured or of any
contractor or subcontractor.
6. All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises.
Contracting Party shall not make any reductions in scope of coverage (e.g.
elimination of contractual liability or reduction of discovery period) that may
affect City’s protection without City’s prior written consent.
Exhibit E
Page 5 of 7
7. Proof of compliance with these insurance requirements, consisting
of certificates of insurance evidencing all the coverages required and an
additional insured endorsement to Contracting Party’s general liability policy,
shall be delivered to City at or prior to the execution of this Agreement. In
the event such proof of any insurance is not delivered as required, or in the
event such insurance is canceled at any time and no replacement coverage is
provided, City has the right, but not the duty, to obtain any insurance it deems
necessary to protect its interests under this or any other agreement and to
pay the premium. Any premium so paid by City shall be charged to and
promptly paid by Contracting Party or deducted from sums due Contracting
Party, at City option.
8. It is acknowledged by the parties of this agreement that all
insurance coverage required to be provided by Contracting Party or any
subcontractor, is intended to apply first and on a primary, non-contributing
basis in relation to any other insurance or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any
other party involved with the project that is brought onto or involved in the
project by Contracting Party, provide the same minimum insurance coverage
required of Contracting Party. Contracting Party agrees to monitor and review
all such coverage and assumes all responsibility for ensuring that such
coverage is provided in conformity with the requirements of this section.
Contracting Party agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for
review.
10. Contracting Party agrees not to self-insure or to use any self-
insured retentions or deductibles on any portion of the insurance required
herein (with the exception of professional liability coverage, if required) and
further agrees that it will not allow any contractor, subcontractor, Architect,
Engineer or other entity or person in any way involved in the performance of
work on the project contemplated by this agreement to self-insure its
obligations to City. If Contracting Party’s existing coverage includes a
deductible or self-insured retention, the deductible or self-insured retention
must be declared to the City. At that time the City shall review options with
the Contracting Party, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
11. The City reserves the right at any time during the term of this
Agreement to change the amounts and types of insurance required by giving
the Contracting Party ninety (90) days advance written notice of such change.
If such change results in substantial additional cost to the Contracting Party,
Exhibit E
Page 6 of 7
the City will negotiate additional compensation proportional to the increased
benefit to City.
12. For purposes of applying insurance coverage only, this Agreement
will be deemed to have been executed immediately upon any party hereto
taking any steps that can be deemed to be in furtherance of or towards
performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or
alleged failure on the part of City to inform Contracting Party of non-
compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other
regard.
14. Contracting Party will renew the required coverage annually as
long as City, or its employees or agents face an exposure from operations of
any type pursuant to this agreement. This obligation applies whether the
agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
15. Contracting Party shall provide proof that policies of insurance
required herein expiring during the term of this Agreement have been renewed
or replaced with other policies providing at least the same coverage. Proof
that such coverage has been ordered shall be submitted prior to expiration.
A coverage binder or letter from Contracting Party’s insurance agent to this
effect is acceptable. A certificate of insurance and an additional insured
endorsement is required in these specifications applicable to the renewing or
new coverage must be provided to City within five (5) days of the expiration
of coverages.
16. The provisions of any workers’ compensation or similar act will not
limit the obligations of Contracting Party under this agreement. Contracting
Party expressly agrees not to use any statutory immunity defenses under such
laws with respect to City, its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in
this section are not intended as limitations on coverage, limits or other
requirements nor as a waiver of any coverage normally provided by any given
policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any
party or insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and
distinct from any other provision in this Agreement and are intended by the
parties here to be interpreted as such.
Exhibit E
Page 7 of 7
19. The requirements in this Exhibit supersede all other sections and
provisions of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no
contract used by any party involved in any way with the project reserves the
right to charge City or Contracting Party for the cost of additional insurance
coverage required by this agreement. Any such provisions are to be deleted
with reference to City. It is not the intent of City to reimburse any third party
for the cost of complying with these requirements. There shall be no recourse
against City for payment of premiums or other amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of
any claim or loss against Contracting Party arising out of the work performed
under this agreement. City assumes no obligation or liability by such notice,
but has the right (but not the duty) to monitor the handling of any such claim
or claims if they are likely to involve City.
Exhibit F
Page 1 of 3
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law
establishes a professional standard of care for Contracting Party’s Services, to
the fullest extent permitted by law, Contracting Party shall indemnify, protect,
defend (with counsel selected by City), and hold harmless City and any and
all of its officials, employees, and agents (“Indemnified Parties”) from and
against any and all claims, losses, liabilities of every kind, nature, and
description, damages, injury (including, without limitation, injury to or death
of an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including,
without limitation, incidental and consequential damages, court costs,
attorneys’ fees, litigation expenses, and fees of expert consultants or expert
witnesses incurred in connection therewith and costs of investigation, to the
extent same are caused in whole or in part by any negligent or wrongful act,
error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear
the legal liability thereof) in the performance of professional services under
this agreement. With respect to the design of public improvements, the
Contracting Party shall not be liable for any injuries or property damage
resulting from the reuse of the design at a location other than that specified
in Exhibit A without the written consent of the Contracting Party.
b. Indemnification for Other Than Professional Liability. Other
than in the performance of professional services and to the full extent
permitted by law, Contracting Party shall indemnify, defend (with counsel
selected by City), and hold harmless the Indemnified Parties 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, without limitation, incidental and consequential damages, court
costs, attorneys’ fees, litigation expenses, and fees of expert consultants or
expert witnesses) incurred in connection therewith and costs of investigation,
where the same arise out of, are a consequence of, or are in any way
attributable to, in whole or in part, the performance of this Agreement by
Contracting Party or by any individual or entity for which Contracting Party is
legally liable, including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
c. Indemnity Provisions for Contracts Related to Construction
(Limitation on Indemnity). Without affecting the rights of City under any
Exhibit F
Page 2 of 3
provision of this agreement, Contracting Party shall not be required to
indemnify and hold harmless City for liability attributable to the active
negligence of City, provided such active negligence is determined by
agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where City is shown to have been actively negligent
and where City’s active negligence accounts for only a percentage of the
liability involved, the obligation of Contracting Party will be for that entire
portion or percentage of liability not attributable to the active negligence of
City.
d. Indemnification Provision for Design Professionals.
1. Applicability of this Section F.1(d). Notwithstanding
Section F.1(a) hereinabove, the following indemnification provision shall apply
to a Contracting Party who constitutes a “design professional” as the term is
defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a
professional standard of care for Contracting Party’s Services, to the fullest
extent permitted by law, Contracting Party shall indemnify and hold harmless
City and any and all of its officials, employees, and agents (“Indemnified
Parties”) from and against any and all losses, liabilities of every kind, nature,
and description, damages, injury (including, without limitation, injury to or
death of an employee of Contracting Party or of any subcontractor), costs and
expenses, including, without limitation, incidental and consequential
damages, court costs, reimbursement of attorneys’ fees, litigation expenses,
and fees of expert consultants or expert witnesses incurred in connection
therewith and costs of investigation, to the extent same are caused by any
negligent or wrongful act, error or omission of Contracting Party, its officers,
agents, employees or subcontractors (or any entity or individual that
Contracting Party shall bear the legal liability thereof) in the performance of
professional services under this agreement. With respect to the design of
public improvements, the Contracting Party shall not be liable for any injuries
or property damage resulting from the reuse of the design at a location other
than that specified in Exhibit A without the written consent of the Contracting
Party.
3. Design Professional Defined. As used in this
Section F.1(d), the term “design professional” shall be limited to licensed
architects, registered professional engineers, licensed professional land
surveyors and landscape architects, all as defined under current law, and as
may be amended from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting
Party agrees to obtain executed indemnity agreements with provisions
Exhibit F
Page 3 of 3
identical to those set forth herein this Exhibit F, as applicable to the
Contracting Party, from each and every subcontractor or any other person or
entity involved by, for, with or on behalf of Contracting Party in the
performance of this Agreement. In the event Contracting Party fails to obtain
such indemnity obligations from others as required herein, Contracting Party
agrees to be fully responsible according to the terms of this Exhibit. Failure
of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder.
This obligation to indemnify and defend City as set forth in this Agreement are
binding on the successors, assigns or heirs of Contracting Party and shall
survive the termination of this Agreement.
City of La Quinta
CITY COUNCIL MEETING: December 21, 2021
STAFF REPORT
AGENDA TITLE: APPROVE AGREEMENT FOR CONTRACT SERVICES WITH
TRITON TECHNOLOGY SOLUTIONS, INC. FOR COUNCIL CHAMBER AUDIO /
VIDEO / CONTROL SYSTEM MAINTENANCE AND SUPPORT SERVICES AND
EQUIPMENT UPGRADES
RECOMMENDATION
Approve Agreement for Contract Services with Triton Technology Solutions,
Inc. for Council Chamber Audio/Video/Control System maintenance and
support services, and equipment upgrades; and authorize the City Manager to
execute the agreement.
EXECUTIVE SUMMARY
The existing audio/visual/control system in the City Council Chamber
(Chamber) was installed in 2015. System maintenance and upgrades are
necessary as the dependence upon the system has grown particularly
during the COVID-19 pandemic and new legislation provides
teleconference accessibility for public meetings.
In August of 2021, the City issued a Request for Proposals (RFP) for
Audio/Video (AV) Maintenance and Support Services for the Chamber
audio, video, and control equipment; and Initial Assessment Report of
the AV production equipment, software, and wiring.
In response to the RFP, the City received three proposals and identified
Triton Technology Solutions, Inc. (Triton) as the most competitive bidder.
FISCAL IMPACT
The project cost is $242,687 over a six-year term, beginning from the
anticipated contract start date of January 1, 2022, and ending June 30, 2028,
with an option to extend for an additional three-year term. Annual maintenance
and support services are estimated at $13,625 per year. Funds are available
for fiscal year 2021/22 in the Maintenance and Agreements Account No. 502-
0000-60300, and will be budgeted in accordance with the Agreement for future
budget years. Improvements and upgrades are estimated at $142,524. Funding
will be budgeted from the Machinery and Equipment Account No. 502-0000-
80100.
BUSINESS SESSION ITEM NO. 3
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Project Cost One Time
Fees
Annually
Recurring
Fees
Contingency
Budget
Annual Maintenance and
Support Services - $13,625 -
Chamber Upgrades $142,524 - -
Contingency Budget
Total is calculated at approximately
5% for a 6-year agreement term)
- - $11,600
Anticipated Annual Agreement Costs & Budget Expenditure Schedule
Fiscal Year Anticipated Expenditure Annually
Recurring Fees
FY 2021/22 & 2022/23
Jan. 1, 2022 – June 30, 2023 Annual Maintenance $ 6,813
$ 13,625
Chamber Upgrades $142,524
FY 2023/24 Annual Maintenance $ 13,625
FY 2024/25 Annual Maintenance $ 13,625
FY 2021/22-2024/25 Contingency
Calculated at approx. 5% $ 9,500
Initial 3-Year Term Total: $199,712
Optional One-Time 3-Year Term Extension
FY 2025/26 Annual Maintenance $ 13,625
FY 2026/27 Annual Maintenance $ 13,625
FY 2027/28 Annual Maintenance $ 13,625
FY 2025/26 – 2027/28 Contingency
Calculated at approx. 5% $ 2,100
Agreement Total (6-years): $242,687
BACKGROUND/ANALYSIS
The AV control system for the Chamber was upgraded in 2015 and was outfitted
with up-to-date technology for its time. During the past several years, staff has
identified issues with the current system that continually impact Council,
Authority, and Commission meetings. Addressing general wear and tear,
telephone support, on-site technicians in a reasonable timeframe and
replacement of equipment in a proactive manner are immediate concerns.
Rewiring, replacement of the equipment racks, and additional audio, video, and
productions switcher upgrades are required in the AV production room.
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In August 2021, the City issued an RFP seeking qualified firms to provide AV
maintenance, support services, and an initial assessment of the Chamber
equipment. Three proposals were received from Spinitar, Triton, and TV Pro
Gear. Responses were considered by their method of implementation, source
code conversion, security standards, ease of access for the public and staff,
maintenance and support, customization, and recurring costs. Triton was
selected based on its ability to provide the most complete and comprehensive
solution at a competitive cost.
The annual cost of maintenance and support services is anticipated to be
$13,625, with the first year of work incorporating an initial assessment of the
Chambers to identify upgrades. Based on existing needs and concerns provided
by staff, Triton has identified an initial project scope of $142,524, which, if
approved, will provide the following improvements:
Replacement of the rear projector;
Adding timer monitors to the speaker podium;
Addition of audio and multiview monitoring in the control room;
Reconfiguration and modification of the Chamber systems which will
allow for greater control over content being shared during meetings;
Technological solutions to reduce, if not remove, delays of audio and
video feeds;
Retermination of audio equipment to improve sound quality; and
Further equipment and software upgrades as identified during the
assessment.
These upgrades are necessary to ensure the Chamber equipment is maintained
properly, allow flexibility for separate video feeds in the Chamber and the live-
stream of the public meetings, improve audio quality, and ensure compliance
with State mandates for open and publicly accessible meetings.
Upon Council’s approval, the initial term of this Agreement would begin January
1, 2022, and expire June 30, 2025, with an option to renew for a one-time
extension of three years.
ALTERNATIVES
Council may elect not to approve this agreement or change the scope of
services that Triton provides.
Prepared by: Doug Kinley III, Management Analyst
Monika Radeva, City Clerk
Approved by: Jon McMillen, City Manager
Attachment: 1. Agreement with Triton for AV Maintenance and Support
Services and Initial Assessment Report
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