HomeMy WebLinkAboutAgenda Report - March 17, 2021 C-07AGENDA ITEM C,.7
CITY OF LODI
COUNCIL COMMUNICATION
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AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Professional Service
Agreement with VMI Inc., to Upgrade the Audio, Visual and Broadcast System in
City Council Chambers for $618,210, Authorizing City Manager to Execute Change
Orders ($61,821) and Appropriate Funds from DIVCA Account ($680,031) and
Appropriate Funds from General Fund for Room Renovations ($5,000)
MEETING DATE: March 3, 2021
PREPARED BY: Information Technology Manager
RECOMMENDED ACTION: Adopt Resolution Authorizing City Manager to Execute Professional
Service Agreement with VMI Inc., to upgrade the audio, visual and
broadcast system in City Council Chambers for $618,210,
authorizing City Manager to execute change orders ($61,821) and
appropriate funds from DIVCA account ($680,031) and appropriate
funds from general fund for room renovations ($5,000)
BACKGROUND INFORMATION: The City Council Chambers currently uses an analog audio and
video processing system to collaborate internally and broadcast
externally during Council meetings and other various committees.
The audio and visual (AIV) system is at end of life for support. Many components cannot be repaired or
replaced in case of failure. The current system does not allow for modem connection types such as
HDMI or other high-resolution devices and computers.
The ergonomics of the room will improve to provide audiences with a better experience during meetings.
Larger monitors with brighter displays and better positioning in the room will give audiences a better view
of visual presentations. Individual touch panel displays at council members' positions at the dais will
improve council collaboration and offer electronic voting. The system will offer electronic voting results
broadcasted visually on internal monitors and broadcasted signals to Public, Educational and
Governmental (PEG) access channels. High definition cameras will improve the resolution and clarity of
the picture from within the chambers for viewer watching on PEG channels. There will be integrated
streaming services to push meeting broadcasts to social media platforms. The system can host hybrid
style meetings that allow for internet based meetings and council chamber sessions, allowing for citizens
to participate in all meetings through collaboration type software.
The project funding uses fees collected through the Digital Infrastructure and Video Competition Act of
2006 (DIVCA). This legislation passed in 2006 provides that cities, counties, cities, or joint powers
authorities receive state franchise fees in exchange for the use of public rights-of-way for the delivery of
video services provided within their jurisdictions, based on gross revenues, pursuant to a specified
formula. The bill prescribes the extent of the obligation of state franchise holders to provide public,
educational, and governmental access (PEG) channels. The bill also authorize local entities to establish
Stephen Schwabauer, City Manager
a fee to support the costs of PEG channel facilities, in the mount of 1 % of gross revenues, or more in
specified circumstances.
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a
Professional Services Agreement with VMI Inc., and appropriate funds in the amount of $680,031 to
account 100095000.72359 for audio, visual, broadcast equipment and labor by VMI Inc. In addition,
appropriate funds in the amount of ($5,000) to 43199000.72450 for general room renovations to
accommodate for new audio/visual equipment.
FISCAL IMPACT: Not having a functional broadcast system is a violation of the Brown Act
and would subject the City to fines. The additional improvements will allow
for expanded access to public meetings utilizing a restricted resource,
DIVCA, that is specifically dedicated to this purpose. DIVCA is held in a
restricted reserve account within the General Fund. DIVCA does not fund
any City operations. There is no impact to General Fund operations as a
result of this action.
FUNDING AVAILABLE: The DIVCA available balance as of 6/30/2020 is $711,621.00 . Staff
recommends appropriating $680,031 to account 10095000.72359 from the DIVCA balance. Staff
recommends appropriating $5,000 toaccount 43199000.72450 from General Fund.
O
Andrew Keys
Deputy City Manager
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1
PARTIES AND PURPOSE
Section 1.1 Parties
THIS AGREEMENT is entered into on 2021, by and between the CITY
OF LODI, a municipal corporation (hereinafter "CITY"), and VMI, Inc., a California
corporation (hereinafter "CONTRACTOR").
Section 1.2 Purpose_
CITY selected the CONTRACTOR to provide the services required in
accordance with attached Scope of Services, Exhibit A, attached and incorporated by
this reference.
CITY wishes to enter into an agreement with CONTRACTOR for audio, video
and broadcast system improvements for City Council Chambers (hereinafter "Project")
as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR
acknowledges that it is qualified to provide such services to CITY.
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Scope of Services
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the
Scope of Services as set forth in Exhibit A.
Section 2.2 Time For Commencement and ComRletion of Work
CONTRACTOR shall commence work pursuant to this Agreement, upon receipt
of a written notice to proceed from CITY or on the date set forth in Section 2.6,
whichever occurs first, and shall perform all services diligently and complete work under
this Agreement based on a mutually agreed upon timeline or as otherwise designated in
the Scope of Services.
CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other
work products as may be designated in the Scope of Services.
CONTRACTOR shall not be responsible for delays caused by the failure of CITY
staff to provide required data or review documents within the appropriate time frames.
The review time by CITY and any other agencies involved in the project shall not be
counted against CONTRACTOR's contract performance period. Also, any delays due to
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weather, vandalism, acts of God, etc., shall not be counted, CONTRACTOR shall
remain in contact with reviewing agencies and make all efforts to review and return all
comments.
Section 2.3 Meetings
CONTRACTOR shall attend meetings as may be set forth in the Scope of
Services.
Section 2.4 Staffing
CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's
capabilities and on the qualifications of CONTRACTOR's principals and staff as
identified in its proposal to CITY. The Scope of Services shall be performed by
CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified
by CONTRACTOR of any change of Project Manager and CITY is granted the right of
approval of all original, additional and replacement personnel at CITY's sole discretion
and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff
prior to any change.
CONTRACTOR represents it is prepared to and can perform all services within
the Scope of Services (Exhibit A) and is prepared to and can perform all services
specified therein. CONTRACTOR represents that it has, or will have at the time this
Agreement is executed, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature are legally required for CONTRACTOR to practice its profession, and
that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of
this Agreement all such licenses, permits, qualifications, insurance and approvals, and
shall indemnify, defend and hold harmless CITY against any costs associated with such
licenses, permits, qualifications, insurance and approvals which may be imposed against
CITY under this Agreement.
Section 2.6 Subcontracts
Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter
into any subcontract with any other party for purposes of providing any work or services
covered by this Agreement.
Section 2.6 Term
The term of this Agreement commences on March 3, 2021 and terminates upon
the completion of the Scope of Services or on March 2, 2024, whichever occurs first.
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ARTICLE 3
COMPENSATION
Section 3.1 Compensation
CONTRACTOR's compensation for all work under this Agreement shall conform
to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by
this reference.
CONTRACTOR shall not undertake any work beyond the scope of this
Agreement unless such additional work is approved in advance and in writing by CITY.
Section 3.2 Method of Payment
CONTRACTOR shall submit invoices for completed work on a monthly basis, or
as otherwise agreed, providing, without limitation, details as to amount of hours,
individual performing said work, hourly rate, and indicating to what aspect of the Scope
of Services said work is attributable. CONTRACTOR's compensation for all work under
this Agreement shall not exceed the amount of the Fee Proposal.
Section 3.3 Costs
The Fee Proposal shall include all reimbursable costs required for the
performance of the Scope of Services. Payment of additional reimbursable costs
considered to be over and above those inherent in the original Scope of Services shall
be approved in advanced and in writing, by CITY.
Section 3.4 Auditing
CITY reserves the right to periodically audit all charges made by CONTRACTOR
to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to
furnish CITY, or a designated representative, with necessary information and assistance
needed to conduct such an audit.
CONTRACTOR agrees that CITY or its delegate will have the right to review,
obtain and copy all records pertaining to performance of this Agreement.
CONTRACTOR agrees to provide CITY or its delegate with any relevant information
requested and shall permit CITY or its delegate access to its premises, upon reasonable
notice, during normal business hours for the purpose of interviewing employees and
inspecting and copying such books, records, accounts, and other material that may be
relevant to a matter under investigation for the purpose of determining compliance with
this requirement. CONTRACTOR further agrees to maintain such records for a period of
three (3) years after final payment under this Agreement.
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ARTICLE 4
MISCELLANEOUS PROVISIONS
Section 4.1 Nondiscrimination
In performing services under this Agreement, CONTRACTOR shall not
discriminate in the employment of its employees or in the engagement of any sub
CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital
status, national origin, ancestry, age, or any other criteria prohibited by law.
Section 4.2 ADA Compliance
In performing services under this Agreement, CONTRACTOR shall comply with
the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well
as all applicable regulations and guidelines issued pursuant to the ADA.
Section 4.3 Indemnification and Responsibility for Damage
CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold
harmless CITY, its elected and appointed officials, directors, officers, employees and
volunteers from and against any claims, damages, losses, and expenses (including
reasonable attorney's fees and costs), arising out of performance of the services to be
performed under this Agreement, provided that any such claim, damage, loss, or
expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any
subcontractor employed directly by CONTRACTOR, anyone directly or indirectly
employed by any of them, or anyone for whose acts they may be liable, except those
injuries or damages arising out of the active negligence, sole negligence, or sole willful
misconduct of the City of Lodi, its elected and appointed officials, directors, officers,
employees and volunteers. CITY may, at its election, conduct the defense or participate
in the defense of any claim related in any way to this indemnification. If CITY chooses at
its own election to conduct its own defense, participate in its own defense, or obtain
independent legal counsel in defense of any claim related to this indemnification,
CONTRACTOR shall pay all of the costs related thereto, including without limitation
reasonable attorney fees and costs. The defense and indemnification obligations
required by this Agreement are undertaken in addition to, and shall not in any way be
limited by the insurance obligations set forth herein.
Section 4.4 No Personal. Liability
Neither the City Council, nor any other officer or authorized assistant or agent or
City employee shall be personally responsible for any liability arising under this
Agreement.
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Section 4.5 Responsibility of CITY
CITY shall not be held responsible for the care or protection of any material or
parts of the work described in the Scope of Services prior to final acceptance by CITY,
except as expressly provided herein.
Section 4.6 Insurance Requirements for CONTRACTOR
CONTRACTOR shall take out and maintain during the life of this Agreement,
insurance coverage as set forth in Exhibit C attached hereto and incorporated by this
reference.
Section 4.7 Successors and Assigns
CITY and CONTRACTOR each bind themselves, their partners, successors,
assigns, and legal representatives to this Agreement without the written consent of the
others. CONTRACTOR shall not assign or transfer any interest in this Agreement
without the prior written consent of CITY. Consent to any such transfer shall be at the
sole discretion of CITY.
Section 4.8 Notices
Any notice required to be given by the terms of this Agreement shall be in writing
signed by an authorized representative of the sender and shall be deemed to have been
given when the same is personally served or upon receipt by express or overnight
delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class
or certified mail, postage prepaid, addressed to the respective parties as follows:
To CITY: City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
Attn: Benjamin Buecher
To CONTRACTOR: VMI, Inc.
211 E. Weddell Drive
Sunnyvale, CA 94089
Attn: Dennis Dunrud
Section 4.9 Cooperation of CITY
CITY shall cooperate fully and in a timely manner in providing relevant
information it has at its disposal relevant to the Scope of Services.
Section 4.10 CONTRACTOR is Not an Employee of CITY
CONTRACTOR agrees that in undertaking the duties to be performed under this
Agreement, it shall act as an independent contractor for and on behalf of CITY and not
an employee of CITY. CITY shall not direct the work and means for accomplishment of
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the services and work to be performed hereunder. CITY, however, retains the right to
require that work performed by CONTRACTOR meet specific standards without regard
to the manner and means of accomplishment thereof.
Section 4.11 Termination
CITY may terminate this Agreement, with or without cause, by giving
CONTRACTOR at least ten (10) days written notice. Where phases are anticipated
within the Scope of Services, at which an intermediate decision is required concerning
whether to proceed further, CITY may terminate at the conclusion of any such phase.
Upon termination, CONTRACTOR shall be entitled to payment as set forth in the
attached Exhibit B to the extent that the work has been performed. Upon termination,
CONTRACTOR shall immediately suspend all work on the Project and deliver any
documents or work in progress to CITY. However, CITY shall assume no liability for
costs, expenses or lost profits resulting from services not completed or for contracts
entered into by CONTRACTOR with third parties in reliance upon this Agreement.
Section 4.12 Confidentiality
CONTRACTOR agrees to maintain confidentiality of all work and work products
produced under this Agreement, except to the extent otherwise required by law or
permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents
owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or
"Proprietary", except to the extent otherwise required by law or permitted in writing by
CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California
Public Records Act.
Section 4.13 Applicable Law Jurisdiction Severabilit and Attorney's Fees
This Agreement shall be governed by the laws of the State of California.
Jurisdiction of litigation arising from this Agreement shall be venued with the San
Joaquin County Superior Court. If any part of this Agreement is found to conflict with
applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict
with said laws, but the remainder of this Agreement shall be in force and effect. In the
event any dispute between the parties arises under or regarding this Agreement, the
prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's
fees from the party who does not prevail as determined by the San Joaquin County
Superior Court.
6
Section 4.14 City Business License Re uirement
CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020
requires CONTRACTOR to have a city business license and CONTRACTOR agrees to
secure such license and pay the appropriate fees prior to performing any work
hereunder.
Section 4.15 Captions
The captions of the sections and subsections of this Agreement are for
convenience only and shall not be deemed to be relevant in resolving any question or
interpretation or intent hereunder.
Section 4.16 Integration and Modification
This Agreement represents the entire understanding of CITY and
CONTRACTOR as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with respect to those matters covered
hereunder. This Agreement may not be modified or altered except in writing, signed by
both parties.
Section 4.17 Contract Terms Prevail
All exhibits and this Agreement are intended to be construed as a single
document. Should any inconsistency occur between the specific terms of this
Agreement and the attached exhibits, the terms of this Agreement shall prevail.
Section 4.18 Severability
The invalidity in whole or in part of any provision of this Agreement shall not void
or affect the validity of any other provision of this Agreement.
Section 4.19 Ownership of Documents
All documents, photographs, reports, analyses, audits, computer media, or other
material documents or data, and working papers, whether or not in final form, which
have been obtained or prepared under this Agreement, shall be deemed the property of
CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such
documents during CONTRACTOR's regular business hours. Upon termination or
completion of services under this Agreement, all information collected, work product and
documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days.
CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any
liability resulting from CITY's use of such documents for any purpose other than the
purpose for which they were intended.
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Section 4.20 Authority
The undersigned hereby represent and warrant that they are authorized by the
parties to execute this Agreement.
Section 4.21 Federal Transit Fundina Conditions
❑ If the box at left is checked, the Federal Transit Funding conditions attached as
Exhibit D apply to this Agreement. In the event of a conflict between the terms of this
Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the
Federal Transit Funding Conditions will control.
Section 4.22 Counterparts and Electronic Signatures
This Agreement and other documents to be delivered pursuant to this Agreement
may be executed in one or more counterparts, each of which will be deemed to be an
original copy and all of which, when taken together, will be deemed to constitute one and
the same agreement or document, and will be effective when counterparts have been
signed by each of the parties and delivered to the other parties. Each party agrees that
the electronic signatures, whether digital or encrypted, of the parties included in this
Agreement are intended to authenticate this writing and to have the same force and
effect as manual signatures. Delivery of a copy of this Agreement or any other document
contemplated hereby, bearing an original manual or electronic signature by facsimile
transmission (including a facsimile delivered via the Internet), by electronic mail in
"portable document format' (".pdf") or similar format intended to preserve the original
graphic and pictorial appearance of a document, or through the use of electronic
signature software will have the same effect as physical delivery of the paper document
bearing an original signature.
8
Section 4.22 Counterparts and Electronic Signatures
This Agreement and other documents to be delivered pursuant to this Agreement
may be executed in one or more counterparts, each of which will be deemed to be an
original copy and all of which, when taken together, will be deemed to constitute one and
the same agreement or document, and will be effective when counterparts have been
signed by each of the parties and delivered to the other parties. Each party agrees that
the electronic signatures, whether digital or encrypted, of the parties included in this
Agreement are intended to authenticate this writing and to have the same force and
effect as manual signatures. Delivery of a copy of this Agreement or any other document
contemplated hereby, bearing an original manual or electronic signature by facsimile
transmission (including a facsimile delivered via the Internet), by electronic mail in
"portable document format" (".pdf') or similar format intended to preserve the original
graphic and pictorial appearance of a document, or through the use of electronic
signature software will have the same effect as physical delivery of the paper document
bearing an original signature.
IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this
Agreement as of the date first above written.
ATTEST:
JENNIFER CUSMIR
City Clerk
APPROVED AS TO FORM:
JANICE D. MAGDICH, City Attorney
By:
jdm
CITY OF LODI, a municipal corporation
STEPHEN SCHWABAUER
City Manager
VMI Inc.,
a California corporation
By:
Name: Jennifer Dorsa
Title: VP/Co-Owner
Attachments:
Exhibit A - Scope of Services
Exhibit B - Fee Proposal
Exhibit C - Insurance Requirements
Exhibit D - Federal Transit Funding Conditions (if applicable)
Funding Source:
(Business Unit & Account No.)
Doc ID:
CA:Rev.02.2021.elecslg
10
IRVVMI,
Inc.
VM1Sales
Broadcast and AV Solutions
- Service - Rental - Design & Installation
211. E Weddell Dr.
Sunnyvale, CA 94089
22FEB2021
Aareement For Professional Services
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A
Services performed under this agreement will focus upon the upgrading of the existing Audio/Visual,
production and presentation components contained in the City of Lodi Council Chambers within the Carnegie
Building at 307 West Pine Street in Lodi, CA. This will be accomplished by removal and replacement of existing
Video and Audio production equipment. The equipment to be installed is as itemized in the attached bill of
materials. Our goal is to provide a state of the art, digital production system tailored to the specific needs of the
City of Lodi. This system's digital architecture will give it the ability to grow and adapt to emerging technologies
and requirements as we see them over the next 10 years.
We are anticipating a completion window of 60 to 90 days for the project depending upon the current
availability of products. Should that change, we will immediately contact you. Our plan is to invoice you as
products arrive at our assembly point and services are performed. A monthly summary invoice with back up will
be provided. Final Invoicing will take place upon system completion.
Upon receipt of your signed contract and a deposit payment in the amount of 25%, we are ready to
proceed. We look forward to working with you.
OW4 ald0iDl
Dennis B. Dunrud
Government Sales Manager, VMI, Inc.
SF Bay Area Sacramento Area Southern California Area Western Washington Area Eastern Washington
408-745-1700 916-369-6911 714-894-6100 425-7784330 509-532-0118
415-362.1330
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OF
EXHIBIT C
NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a
contract you will receive ars email from the City's online insurance program requesting you to forward the email to your
insurance provider(s) to submit the required Insurance documentation electronically
Insurance Reaultements for IT Prof seional §lrvlces
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages
to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the
Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL); Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including
products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this
projectllocation f ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non -
owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation. as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit
of no less than $1,004,000 per accident for bodily injury or disease.
4 Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limits not
less than $2,000,000 per occurrence or claim, $2,000,OOD aggregate. Coverage shall be sufficiently broad to respond to the
duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims Involving
infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of
privacy vioIat{ons, Inform a[Ion theft, damage to c destrucllan of electronic Information, release of private Information, alteration of
electronic Information, extortion and network security. The policy shall provide coverage for breach response costs as well as
regulatory fines and penaities as well as credit monitoring expenses with limits sufficient to respond to these obligations.
Other Insurance Provisions:
(a) Additional Named Insured ajotus
The City of Lodi, its elected and appointed boards, corrrmissfons, officers, agents, employees, and volunteers are to be covered
as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed by or on
behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General
liability coverage can be provided in the fon-n of an endorsement to the Contractor's insurance (at least as broad as ISO Form
CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 25. CG 20 33, or CG 20 38; and CG 20 37 If a
later edition is used
(b) Prlm r and Non -Con ri to surance Endorsement
The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For
any claims related to this conlracl, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG
20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained
by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute
with it.
(c) Waiver of Subrogaton Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any ii7surer of said
Contractor may acquire against the City of LodI by virtue of the payment of any loss under such insurance. Contractor agrees to
obtain any endorsement that maybe necessary to affect (his waiver of subrogation, but this provision applies regardless of whether
or not the City of Lodi has received a waiver of subrogation endorsement from the Insurer
NOTE: (1) The street address of the CITY QF LODI most be shown along with (a) and (b) and (c) above: 221 West Pine Street,
Lodi, California, 95240; (2) The insurance certificate frust state, on its face or as an endorsement, a description of the ro'ect
that it is insuring.
(d) Severs ildy of Interest Clause
Page 1 I of pages Risk: rev. 3/1/2018
The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to
increase the limit of the company's liability under the Contractors commercial general liability and automobile liability policies.
(e) Notice of Cancellation or Change in Coverage EndgMgmen
This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such
cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240.
(f) Contlnui(y of§gyorage
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration
of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which
meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual
basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the
City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage provided to the
City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or
statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.).
(g) Failure to Cociply
If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain
the insurance. Contractorshall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum
allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days
of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement
and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement,
if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance,
the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the
Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities.
(h) Verification of Coverage
Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and
amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates
and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required
documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to
require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at
any time. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective
date.
(i) Self -Insured Retentions
Self -Insured retentions must be declared to and approved by the City The City may require the Consultant to provide proof of ability
to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall
provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Q) Insurance Limits
The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents,
representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials,
employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement
in the Agreement for Contractor to procure and maintain a policy of insurance
(k) Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and
Consultant shall ensure that City is an additional insured on insurance required from subcontractors
(1) Clalms Made Policies
If any of the required policies provide coverage on a claims -made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the
contract of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior
to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after
completion of contract work.
(m) Qualified insurer(s)
Ali insurance required by the terms of this Agreement must be provided by Insurers licensed to do business in the State of
California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted
surplus lines carriers may be accepted provided they are Included on the most recent list of California eligible surplus lines
insurers (LESLI list) and otherwise meet City requirements.
Page 2 1 oft pages
Risk: rev. 3/1/2018
RESOLUTION NO. 2021-66
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT
WITH VMI, INC., OF SUNNYVALE, TO UPGRADE THE AUDIO, VISUAL, AND
BROADCAST SYSTEM IN THE CITY COUNCIL CHAMBERS; AUTHORIZING
THE CITY MANAGER TO EXECUTE CHANGE ORDERS; AND FURTHER
APPROPRIATING FUNDS
WHEREAS, the City Council Chambers currently uses an analog audio and video
processing system to collaborate internally and broadcast externally during meetings of the
City Council and other various committees. The audio and visual system is at end of life for
support, and many components cannot be repaired or replaced in case of failure; and
WHEREAS, newer and more modern technology will be installed to improve the internal
communications for Council Members, including a new request -to -talk and voting system. High
definition cameras will improve the resolution and clarity of the picture from within the chambers
for viewers watching on PEG channels. There will be integrated streaming services to push
meeting broadcasts to social media platforms. The system can host hybrid -style meetings that
allow for internet-based meetings and Council Chamber sessions, allowing citizens to
participate in all meetings through collaboration type software; and
WHEREAS, not having a functional broadcast system is a violation of the Brown Act and
would subject the City to fines.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute a Professional Services Agreement to upgrade the audio,
visual, and broadcast system in the City Council Chambers with VMI, Inc., of Sunnyvale,
California, in the amount of $618,210; and
BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the
City Manager to execute change orders in an amount not to exceed $61,821; and
BE IT FURTHER RESOLVED that the Lodi City Council does hereby appropriate funds
in the amount of $680,031 from DIVCA account (1000095000.72359) for the project and $5,000
from the General Fund (43199000.72450) for room renovations to accommodate the new
audio/visual equipment; and
BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol
Manual (adopted 11/6/19, Resolution No. 2019-223), the City Attorney is hereby authorized to
make minor revisions to the above -referenced document(s) that do not alter the compensation
or term, and to make clerical corrections as necessary.
Dated: March 17, 2021
I hereby certify that Resolution No. 2021-66 was passed and adopted by the City Council
of the City of Lodi in a regular meeting held March 17, 2021 by the following vote:
AYES: COUNCIL MEMBERS — Chandler, Hothi, Khan, Kuehne, and
Mayor Nakanishi
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
!�JENNIFE US
City Clerk
2021-66