2002-154-Approving Amendment To An Agreement With The Waterford GroupRESOLUTION 2002-154
RESOLUTION OF THE TOWN OF LOS GATOS APPROVING AN AMENDMENT TO AN
AGREEMENT WITH THE WATERFORD GROUP TO PROVIDE AUDIO AND VIDEO
DESIGN AND INSTALLATION SERVICES.
WHEREAS, on July 15, 2002, the Town Council authorized the Town Manager to execute a
.agreement with The Waterford Group to upgrade the Town Council Chamber audio system and design and
install a video production system to broadcast Town Council meetings on KCAT; and
WHEREAS, to purchase additional audio and video equipment for the audio system upgrade
and video production proj ect, total compensation reflected in the agreement between the Town of Los Gatos
and The Waterford Group must be amended;
WHEREAS, Exhibit A .amends the agreement between the Town of Los Gatos and The
Waterford Group to reflect a total compensation not to exceed $209,357 for audio and video services; and
THEREFORE BE IT RESOLVED, by the Town Council of the Town of Los Gatos, County
of Santa Clara, State of California, that the Town Council approves the amendment agreement attached as
Exhibit A and authorizes the Town Manager to execute the :amendment to the agreement.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the 7`~' of October, 2002 by the following vote:
COUNCIL MEMBERS:
AYES: Steven Blanton, Sandy Decker, Steve Glickman, Joe Przynski,
Mayor Randy Attaway.
NAYS: None
ABSENT: None
ABSTAIN: None
l
SIGNED:
MAYOR OF E TOWN OF S GATOS
LOS GATO , CALIFORNI
.ATTEST:
CLERK OF THE'1 OWN OF LO ATOS
LOS GATOS, CAL?FORNIA
'e ~`:~:;1^, t.)I~' i t-iE: ,.'UW?\1 LLERti.
.~~+~_~2, ~U3
I~~~
EXHIBIT A
AMENDMENT TO AGREEMENT ~~'~
I~,I•a~
~ts~t~ _~. ~E ~~.~G'~'~' f~2, ~ ~
This AMENDMENT TO AGREEMENT is entered into this 7th day of October, 2002, by.
and between the Town of Los Gatos, State ofCalifornia, herein called "Town;" and ,herein called
"The Waterford Group.."
.RECITALS
A. Town and The Waterford Group entered into an agreement for audio and video design and
installation services on July 15, 2002 ("Agreement"), a copy of which is attached hereto as
Attachment 2 and incorporated herein by reference.
B. The Agreement should be amended to reflect an increased total. proposed cost to purchase
additional .audio and visual equipment to upgrade the Town Chamber audio system :and
install a video production ..system.
AMENDMENT
l . Paragraph b (Compensation) of the Agreement is hereby :amended to provide that the total
compensation for the Consultant's professional services shall not exceed a total of $209,3.57
for video production and audio services.
2. All other terms and conditions of the Agreement dated July 15, 2002 remain in full force and
effect.
1N WITNESS WHEREOF, the Town and The Waterford Group have executed this
Agreement as of the date indicated on page one (1).
Town of Los Gatos, by:
Debra J. Figone, Town Manager
Town of Los Gatos
Recommended by:
{Department Head /Title]
ATTEST:
Clerk of the Town of Los Gatos, California
Marian V. Cosgrove, Town Clerk
The Waterford Group by:
~'L (Signature)
(Print Name)
Approved as to Form:
Orry P. Korb, Town Attorney
Revised: 3/19/02 _ 1 e
N:VvI6RUHaruyama\Staff Reports\audioamendagreement.wpd
:~ iLh OF T"riE TOW'N` CLERK
MGR Q~ • / ,~ 7
[I-IH
nRD
AGREEMENT FOR AUDIO AND VIDEO DESIGN AND IN~S~'~LLATION S'ERViCES
s ~FS~ ~-C~2' ! ~~
THIS AGREEMENT is entered into this o~ y of , 2002, by and between
the Town of Los Gatos, State of California, herein called the " wn", ~ nd The Waterford Group,
engaged in providing audio and video design and installation services'her in called the"Consultant."
RECITALS
A. The Town is considering undertaking activities to upgrade the Town Council. Chamber's
existing audio system and design and install a vie.leo production system to broadcast Town
Council meetings.
B. The Town. desires to engage aaudio/video firm to provide design and installation services
to upgrade the Town Council Chamber audio system in conjunction with the design and
installation of a video production system because of the Consultant's experience and
qualifications to perform the desired work. -
C. The Consultant represents and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement. '
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. The Consultant shall provide the following services listed below.
A. Consultant will design, supply, and install an audio and video system, to .include .all
equipment, materials, and labor to ensure a complete and operating system as designed and
specified the Consultant's proposals and installed in the area(s) .designed by the Town.
B. Consultant will provide equipment, on-site installation, and wiring .and will provide on-
going supervision and coordination during the implementation phase.
C. Consultant willprovide for all necessary adjustments upon project completion , incluidng
system checkout and functional testing.
D. Consultant will provide 8 hours of on-the job training for personnel designed by the
Town in the operation and use of the system, unless otherwise specified.
2. Time of Performance. The services of the Consultant are to commence upon the
Revised:3/19/02 Page 1
N:\MG RUHaruyama\Projects\RF P\videoaudiowaterfordcontract. wpd
execution of this Agreement and .issuance of a Town purchase order, with video
;production system work to be completed by February 2, 2003 and audio upgrade work to
be completed by October 1, 2002.
3. Compliance with Laws. The Consultant shall comply with all applicable laws, codes,
ordinances, and regulations ofgoverning federal, state and local laws. Consultant represents
and warrants to Town that it has all licenses, permits, qualifications and approvals of
whatsoever nature which are legally required for Consultant to practice its profession.
Consultant represents and warrants to Town Ghat Consultant shall, at its sole cost and
expense, keep in effect or obtain at all times during the term of this Agreement any licenses,
permits, and approvals which .are legally required for Consultant. to practice its profession.
Consultant shall .maintain a Town of Los Gatos business license pursuant to Chapter 14 of
the Code of the "town oi' Los Gatos.
4. Sole ResponsibilitX. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
S. Information/ReportHandling. A'll documents furnished to Consultant by the Town and :all
reports and supportive data.prepared by the Consultant under this Agreement are the Towns
property and shall be delivered to the Town upon the completion of Consultant's services or
at the Town's written request. All .reports, information, data, and exhibits prepared or
assembled by Consultant in connection with the performance of its services pursuant to this
Agreement are confidential until released by the Town to the public, and the Consultant shall
not make any of the these documents or information available to any individual or
organization not employed bythe Consultant or the Town without the written consent of the
Town before such release. 'The Town acknowledges that the reports to be prepared by the
Consultant pursuant to this Agreement are for the purpose of evaluating a defined project,
and Town's use of the information contained in the reports prepared by the Consultant in
connection with other projects shall be solely at Town's risk, unless Consultant expressly
.consents to such use in writing. Town further agrees that it will not appropriate any
methodology or technique of Consultant which is and .has been confirmed in writing by
Consultant to be a trade secret of Consultant.
6. Compensation. Total compensation for Consultant's professional services shall not exceed
$_129,104.72 for video production design and .installation services and 34 664.02 for audio
upgrade services, unless additional services are required and .mutually :agreed upon by the
Town Manager and Consultant.
Payment terms will be as follows:
A 25% down payment is required along with signed contract.
Forty-five percent {45%) payment is due prior to purchase of equipment. Applicable
state and local taxes will be added to the equipment total.
Revised: 3/T9/02 Page 2
N; \MG l2UHanty ama\Projects\RFP\videoaudiowaterfordcontract. wpd
• Twenty percent (20%) payment is due prior to equipment installation.
• Ten percent (10%) payment is due at formal customer system acceptance.
Billing shall be accompanied by a detailed explanation of the work performed by whom at
what rate and on what date. .Also,. plans, specifications., documents or other pertinent
materials shall be submitted for Town review, even if only in partial or draft form.
All invoices and statements to the Town shall reference the Town's purchase order number
and be addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95030
Statements:
Town of Los Gatos
Attn: Finance Department
PO. Box 65:5
Los Gatos,. CA 95030
7. Availability ofRecords. Consultant shall maintain the records supporting this billing for not
less than three .years following completion of the work under this Agreement. Consultant
shall make these records available to authorized personnel of the Town at the Consultant's
offices during business hours upon written request of the Town.
8. Project Manager. The Project Manager for the Consultant for the work under this Agreement
shall be .Jenny Haruyama, Town of Los Gatos Administrative Analyst, and Bob .Kelly,
.President or his designee.
9. Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Consultant. No portion of these services shall be assigned or
.subcontracted without the written consent of the Town.
10. Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
To Town:
Debra Figone
Town Manager
110 E. Main Street
Los Gatos, CA 95030
To Consultant:
Bob Kelly
The Waterford Group
740 Camden Avenue
Campbell, CA 95008
or personally delivered to Consultant to such address or such other .address as Consultant
designates in writing to Town.
Revised: 3/19/02 Page 3
N:\MGRUHaruy ama\Projects\RFP\videoaudiowaterfordcontract. wpd
11. Independent Contractor. It is understood that the Consultant, in the performance of the work
and services agreed to be performed, shall act as and be an .independent contractor and not
an agent or employee of the Town. As an independent contractor he/she shall not obtain any
.rights to retrement'benefits orother benefits which accrue to Town emp'loyee(s). With..prior
written consent, the Consultant may perform some obligations under this Agreement by
subcontracting, .but may not delegate ultimate responsibility for performance or assign or
transfer interests under this Agreement.
Consultant agrees to testify in any'litgation brought regarding the subject of the work to be
performed under this Agreement. Consultant shall be compensated for its costs and expenses
in preparing for, traveling to, and testifying in such matters at .its then current hourly rates of
compensation, unless such litigation is brought by Consultant or is based on allegations of
Consultant's negligent performance or wrongdoing.
12. Conflict ofInterest. Consultant understands that its professional responsibilities is solely to
the Town. The Consultant has and shall not obtain any holding or interest within the Towri
of .Los Gatos. Consultant has no business holdings or agreements with any individual
member ofthe Staff or management of the Town or its representatives nor shall it enter into
any such holdings or agreements. In addition, Consultant warrants that it does not presently
and shall not acquire any direct or indirect interest adverse to those of the Town in the
subject of this Agreement, and it shall :immediately disassociate itself from such an interest
should it discover it has done so and shall, at the Town's sole discretion, divestitself of such
interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does
not employ a person having such an interest in this performance of this .Agreement. If after
employment of a person, Consultant discovers it has. employed a person with a direct or
.indirect interest that would conflictwith its performance ofthis Agreement, Consultant shall
promptly notify Town of this employment relationship; and shall, at the Town's sole
discretion, sever any such employment .relationship.
13. Equal Employment Opportunity. Consultant warrants that it is an equal :opportunity
employer and shall comply with .applicable regulations governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with ahem on the basis of age, sex, color,
race; marital status, sexual orientation, ancestry, physical ormental disability, national origin,
religion, or .medical condition, unless based upon a bona fide occupational qualification
;pursuant to the California Fair Employment & Housing Act.
14. .Insurance.
A. Minimum .Scope of Insurance:
Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies .insuring him/her and his/her firm to an
Revised: 3/.19/02 Page 4
N:VvIG RUHaruyama~ProjectsU2FP\videoaudiowaterfordcontract. wpd
amount notless than: one million dollars{$1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ii. Consultant agrees to have and .maintain for the duration of the contract, an
Automobile Liability insurance po icy ensuring him/her and his/her staff to
an amount not .less than one .million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii. Consultant shall provide to the Town all certificates of insurance, with
original endorsements- effecting coverage. Consultant agrees that all
certificates and endorsements are to be received and approved by the Town
before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not ess than $1.,000.,000 which is
sufficient to insure Consultant for professional errors or omissions in the
performance of the particular scope of work under this agreement.
B. General Liability:
i, The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant. This requirement does not apply
to the professional liability insurance required for professional errors and
omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self-insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
iii. Any .failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability. .
C. All Coverages: Each insurance policy required in this item shall be endorsed to state
that coverage shall not be suspended, voided, cancelled, reduced in coverage or in
Revised: 3/19/02 Page 5
N:\MGRUHaruyama\Projects\RFP\v ideoaudiowaterfordcontract, wpd
limits except after thirty (30) days' prior written notice by certified mail, .return
receipt requested, has been .given to the Town. Current certification of such
:insurance shall be kept on file at all times during the term of this agreement with the
Town Clerk.
D. In addition to these policies, Consultant shall have and maintain Workers'
Compensation insurance as required by California law and shall provide evidence of
such policy to the Town before beginning services under this Agreement. Further,
Consultant shall ensure that all subcontractors employed by Consultant provide the
required Workers' Compensation insurance for their respective employees.
15. Indemnification. The Consultant shall save, keep and hold harmless indemnify and defend
the Town its officers, agent, employees and volunteers from all daniages, liabilities,
penalties, costs, or expenses in law or equity that may at any time arise or be set up because
of damages to property or personal injury received by .reason of, or in the course of
performing work which may be occasioned by a willful or negligent act or omissions of he
Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant.
16. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall
operate as a waiver of any other right or remedy that party may have hereunder, nor does
waiver of a breach or default under this .Agreement constitute a continuing waiver of a
subsequent breach of the same or any other provision of this Agreement. .
17. Governing Law. This Agreement, regardless of where executed, shall be .governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
1'8. Termination of Agreement. The Tovm and the Consultant shall have the right. to terminate
this agreement with or without cause by.giving not less than fifteen (15) days written notice
of termination. In the event of termination, the Consultant shall deliver to the Town all
plans, .files, documdnts, reports, performed to date by the Consultant. In the event of such
termination, Town shall pay Consultant an amount that. bears the same ratio to the maximum
contract price as the work delivered to the Town bears to completed services contemplated
under this Agreement, unless such termination is made for cause, in which event,
compensation, if any, shal'1 be adjusted. in light of the particular facts and circumstances
involved in such termination.
19. .Amendment. No modification, waiver, mutual termination, or amendmentof this Agreement
is effective unlessmade in writing and signed by the Townand the Consultant.
20. .Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to .reasonable .attorney's fees, including costs of appeal.
Revised: 3/l9/02 Page 6
N:\MGR\,JI-laruyama\Projects\RFP\videoaudiowaterfordcontract.wpd
21. :Entire Agreement. This Agreement, including Exhibit A, constitutes the complete and
exclusive statement of the :Agreement between the Town and Consultant. No terms,
conditions, understandings or .agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
1N WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the
date indicated on page one (1).
Town of Los Gatos by:
Debra J ig ,Town Manager
Appro as to Fo
Orry orb, Town Attorney
Consultant by:
Signature
~ ~~ s . ~ LLB ~ s ~,
Print Name
Bob Kelly, President
Title
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, Califo 'a
Marian ro ,Town Clerk
Revised: 3/.(9/02 Page 7
N'\MG RUHaruyama\Projects\RFP\videoaudiowaterfordcontract. wpd