HomeMy WebLinkAboutDiamond Bar Proposal 4-26-23 v1.pdf
PROPOSAL
FOR
Windmill/Willow Room Audio
Visual & Production Control Room
Systems Upgrade Project
April 26, 2021
September 22, 2022 Page 2 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Table of Contents
Executive Summary................................................................................................................................... 3
Statement of Qualifications ...................................................................................................................... 4
Project/Firm Experience ....................................................................................................................... 4
Project References: ............................................................................................................................... 4
System Documentation Examples .......................................................................................................... 5
Use Case Workflow ................................................................................................................................... 6
Workflow ...................................................................................................................................................... 7
Scope of Work .......................................................................................................................................... 10
Project Assumptions ............................................................................................................................ 13
Implementation and Migration Planning ............................................................................................... 14
Work Plan .................................................................................................................................................. 15
Labor Rate Schedule........................................................................................................................... 16
Project / Manpower Loading Schedules ........................................................................................... 17
Sample Change Order form ............................................................................................................... 17
Warranty Terms ................................................................................................................................... 18
Holiday Schedule ................................................................................................................................. 18
Dispute Resolution............................................................................................................................... 18
Personnel Problems ........................................................................................................................ 18
Project Issues and Disputes ........................................................................................................... 18
Equipment pricing .................................................................................................................................... 19
Organizational Chart and Team Identification ..................................................................................... 28
Appendix A ................................................................................................................................................ 29
Project Schedule and Manpower Loading ........................................................................................... 29
Manpower Loading – AV Presentation Systems ............................................................................ 29
Manpower Loading – TV Broadcast Production Systems ............................................................. 29
Appendix B ................................................................................................................................................ 30
Sample Change Order form ................................................................................................................... 30
Appendix C ............................................................................................................................................... 31
Sample Contract Terms and Conditions .............................................................................................. 31
September 22, 2022 Page 3 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Executive Summary
Artistic Resources Corporation (ARC) is very pleased to be considered as a potential system
integration partner to City of Diamond Bar for the design and install a comprehensive state of
the art all-inclusive technology solution. ARC feels we are an ideal match for the City of
Diamond Bar, based on our extensive experience in the design and deployment of high-end,
meeting and presentation facilities, coupled with our deep experience in the workings of
municipal and governmental communications systems.
ARC understands the challenges for the current City of Diamond Bar operations with pandemic
adjustments and a diversely located participant base. We have advised many clients on the
layout of facilities to improve and streamline production workflow and will, if appointed, give
specific effort to aiding the City of Diamond Bar, and their operations team, to ensure that the
work areas in the new facility are positioned to enable the most efficient workflow.
In our mind, the second, most critical, requirement will be the migration of the existing operation
and equipment while minimizing downtime and without jeopardizing the regular production. We
have extensive experience in this area and will address this matter in more detail in a later
section of this response.
ARC strongly believes that the best production work environment is one where the on-camera
talent feels comfortable and relaxed in performing their tasks. An environment where the
technology gets in the way is not conducive to a proficient and professional outcome. ARC is
not just another engineering-based integrator. We have a solid grounding in the operational
disciplines – we understand how the final system is going to be used and we design it as
though we were going to be using it ourselves. This ensures that the customer’s staff will have
easy ownership and be at home in the new environment.
Artistic Resources Corporation is a workflow design company. Each project is provided with a
design and integration team suited specifically for that client. This sharply reduces overhead
and provides the best talent available to execute the work in the most cost-effective fashion. It
also enables us to be responsive to our clients’ needs as well as maintaining a professional
and responsible approach to the task at hand. Our support does not stop at the end of the
project; training, maintenance and technical support after completion provides the client with a
“no stress” solution to their needs. We are the leading choice for organizations looking to
outsource their technology solutions.
ARC trusts that this response meets the criteria defined by the City of Diamond Bar in their
request for a proposal and we look forward to a continued and rewarding engagement.
September 22, 2022 Page 4 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Statement of Qualifications
Project/Firm Experience
Billing and Shipping Address:
Artistic Resources Corporation
429 South Victory Blvd.
Burbank, CA 91502
Phone (323) 965-5200, (818) 841-5200
Fax (323) 965-5209, (818) 841-5209
President:
Michael J. Little
Federal ID:
# 95-4535194
Financial Reference: Date Established:
$2.2 Million in Sales (2022-Forecast) State of California - October, 1989
Staff:
Current Staff: 5
Date of Incorporation:
State of California - May 25, 1995
Hi Staff: 35, Low Staff: 3
Insurance Reference
Knight Insurance Services
1327 Foothill Blvd.,
La Cañada Flintridge, CA 91011
Phone (818) 662-4210
Fax (818) 662-9312
Contact: Nadine Ybarra
Project References:
City of Inglewood
3300 N. San Fernando
Burbank, CA 91504
Contact: Josh Howe
Phone (310) 412-8791
Consulting, Design, and Deployment and Maintenance for
Multi Camera television System with Campus wide interactive
auditoriums for Live cablecast, streaming and archive
1.1M
City of Rancho Cucamonga
3300 N. San Fernando
Burbank, CA 91504
Contact: William Wittkopf
Phone (909) 774-4101
Consulting, Design, and Deployment and Maintenance for
Multi Camera television System with Campus wide interactive
auditoriums for Live cablecast, streaming and archive
850K
City of Santa Clarita
23900 Valencia Blvd.
Santa Clarita, CA
Contact: Evan Thomason
Phone (661) 286-4167
Consulting, Design, and Deployment and Maintenance for
Multi Camera television System with Campus wide interactive
auditoriums for Live cablecast, streaming and archive
$450 K
Encompass Digital
2930 W Alameda Blvd.
Burbank, CA 91505
Contact: David Loud
Phone (213) 718-3907
Consulting, Design, and Re-Location and Deployment for 180
Channels of Teleport Services. Machine Room, Master
Control, Robotic Playout, Worldwide Data Delivery Services
$6.1 M
Comcast
6314 Arizona
Westchester, CA 90045
Contact: Renard Ricks
Phone (310) 618-5762
Consulting, Design, and Deployment Multiple Projects-
Mobile Truck, 3 Production Studios, Editing Suites
$1.3 M
Ascent Media
2939 W. Alameda Blvd.
Burbank, CA 91502
Contact: Kurt Liddi
Phone (203) 965-6350
Consulting and Deployment for Multiple Projects-80 channel
satellite uplink/downlink teleport, Syndication, Post
$ 16 M
TVN Entertainment
2901 W. Alameda -7th Floor
Burbank, CA 91505
Contact: Tony Ciesniewski
Phone (818) 521-5010
Panda Shopping Channel Redesign and integrate 6 camera-
24/7 channel studio and master control
$400 K
Tribune Entertainment
5800 Sunset Blvd
Los Angeles, CA 90028
Contact: John Hensch
Phone (323) 491-1911
Design, and Deployment for mobile system with 8 Cameras
with 12 VTR Hi-Definition Production System
$4.8 M
Correspondence to be directed to Michael Little
September 22, 2022 Page 5 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Number FrmRoom FrmRack FrmEquipFrmConn FrmType ToRoom ToRack ToEquip ToConn ToType Contents
V1001 COUNCIL CHAMBERS CAM-01 OUT BNC CTL RM RK-905 VPP-01 A-01 BNC CHAMBERS*CAM-01*OUT
V1002 COUNCIL CHAMBERS CAM-02 OUT BNC CTL RM RK-905 VPP-01 A-02 BNC CHAMBERS*CAM-02*OUT
V1003 COUNCIL CHAMBERS CAM-03 OUT BNC CTL RM RK-905 VPP-01 A-03 BNC CHAMBERS*CAM-03*OUT
V1004 COUNCIL CHAMBERS CAM-04 OUT BNC CTL RM RK-905 VPP-01 A-04 BNC CHAMBERS*CAM-04*OUT
V1005 CTL RM RK-904 VR-01 OUT-A BNC CTL RM RK-905 VPP-01 A-05 BNC RK-904*VR-01*OUT-A
V1006 CTL RM RK-904 VR-02 OUT-A BNC CTL RM RK-905 VPP-01 A-06 BNC RK-904*VR-02*OUT-A
V1007 CTL RM MON WALL IFC-01 OUT BNC CTL RM RK-905 VPP-01 A-07 BNC MON WALL*IFC-01*OUT
V1008 COUNCIL CHAMBERS CONS-01 OUT BNC CTL RM RK-905 VPP-01 A-08 BNC CHAMBERS*CONS-01*OUT
V1009 COUNCIL CHAMBERS CONS-02 OUT BNC CTL RM RK-905 VPP-01 A-09 BNC CHAMBERS*CONS-02*OUT
V1010 COUNCIL CHAMBERS CONS-03 OUT BNC CTL RM RK-905 VPP-01 A-10 BNC CHAMBERS*CONS-03*OUT
V1011 CTL RM RK-905 SCLR-01 SDI OUT BNC CTL RM RK-905 VPP-01 A-11 BNC RK-905*SCLR-01*SDI OUT
V1012 CNF-901 RK-910 CNV-922 OUT BNC CTL RM RK-905 VPP-01 A-12 BNC RK-910*CNV-922*OUT
V1013 CTL RM RK-905 SWR-01 ME-01-PGM BNC CTL RM RK-905 VPP-01 A-13 BNC RK-905*SWR-01*ME-01-PGM
V1014 CTL RM RK-905 SWR-01 ME-02-PGM BNC CTL RM RK-905 VPP-01 A-14 BNC RK-905*SWR-01*ME-02-PGM
System Documentation Examples
September 22, 2022 Page 6 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
PROGRAM
RECORD AUX 2
ALS
CHAMBERS MONITORS
GRFX / PPT
M/E 2
PROGRAM
AUX 1
PROGRAM
M/E 1
RECORDINGS
PRESENTATION
SOURCES
PRODUCTION SWITCHER
AUDIO
FOLDBACK
Page 1
SIGNAL FLOW -Overview
COPYRIGHT 2022 ARTISTIC RESOURCES CORPORATION
INFORMATION CONTAINED HEREIN IS PROPRIETARY AND MAY NOT BE USED IN ANY FORM
WITHOUT THE EXPRESS WRITTEN CONSENT OF ARTISTIC RESOURCES CORP.
4K / HD
CAMERAS
TYPICAL MEETING SIGNAL FLOW
AUDIO DSP
AUDIO
SOURCES
MICROPHONES
CALL-IN
CALL-IN
AUDITORIUM
SPEAKERS
VDR
VDR
PRESENTATION
ZOOM / ETC
PTZ
CAMERAS
Use Case Workflow
FEATURES:
· Multi-viewers (2) routable to any
destination
· Cameras assignable to anywhere
· Controls capable on any laptop · Remote operation of system from
anywhere
· Voting System · Speaker timer module
· Dais TV/Monitoring · Mix minus fold back to each Dais
or staff participant
· Selectable discreet feeds to all
monitors on premise
· Redundant control points
· VOIP remote call in ability · Zoom, Webex, Teamviewer
capable
· Agenda items published on
monitors
· Clip / Grahics playback to
chambers
· PPT presentations (wired or
wireless) via PCs
· Wireless presenter option
· Live television cablecast · Live streaming worldwide
· Remote control and streaming of
individual cameras
· Fast (6-8 Weeks) ARO delivery
September 22, 2022 Page 7 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Workflow
OPERATION:
The City Clerk can lead the pacing of the meeting in coordination with the Mayor or
whomever presides over the meeting agenda. The technical control of meeting elements
within chambers is completed by one person without having to make it their sole activity for
each event. An additional operator elsewhere (control room, etc.) may serve as a supporting
operator of the technical elements. This approach affords great consistency with protocol and
can express the tone and rhythm that is signature for the meeting entity. With the ability to
recall setups for different bodies such as Planning Commission, Parks and Recreation,
Library Commission, Public Safety Commission, Traffic and Transportation Commission as
well as others, each body will maintain their own signature within the City charter. The entire
production can be operated as a standalone with no technical assistance, locally operated
equipment by skilled staff or fully operated remotely via staff or contracted entities.
September 22, 2022 Page 8 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
(5) 4K/HD CAMS
COPYRIGHT 2022 ARTISTIC RESOURCES CORPORATION
INFORMATION CONTAINED HEREIN IS PROPRIETARY AND MAY NOT BE USED IN ANY FORM
WITHOUT THE EXPRESS WRITTEN CONSENT OF ARTISTIC RESOURCES CORP.
CLERK
40X40 MATRIX ROUTER
ATEM PRODUCTION SWITCHER
CHAMBERS
MONITORS
DAIS MONITORS
CAMERAS
HDSDI
PIX + AUDIO
DIG VIDEO
ANALOG
AUDIO
HDBASE-T
ENCODED
NET
STAFF
HDSDI
PIX ONLY
ZOOM
PIX + AUDIO
PIX + AUDIO
PIX + AUDIO
INGEST/PLAYOUT
SYSTEM
PIX ONLY
PIX ONLY
PGM
ME2
GFX
ZOOM
(5) CAMS
(3) PCS
GFX CHAMBERS
PROGRAM
STREAM TO VIMEO
STREAM TO BCAST
GATEWAY (GFX)
PIX + AUDIO
SIGNAL LEGEND
VIDEO
RECORD/PLAY
VIDEO
RECORD/PLAY
CHAMBERS
PROGRAM
PIX + AUDIO
Page 1
SIGNAL FLOW – Detail 1
Workflow - Cont.
September 22, 2022 Page 9 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Workflow - Cont.
The heart of the audio system utilizes a mix minus signal management. This benefits all
through a higher gain before feedback result. For participants and audience alike, the
impression is greater clarity and intelligibility for microphones and media.
September 22, 2022 Page 10 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Scope of Work
ARC understands the scope of work of this project to be the design, equipment
procurement, installation, and commissioning for the City of Diamond Bar. The scope will
consist of:
· Conceptual design update based on value engineering
· Detailed engineering design to single line detail, based on the final, agreed-to
equipment list
· Advise ownership on power, heating / cooling, and acoustic requirements for the
various production work areas
· Develop implementation plan
· Produce a complete wire run list
· Pre-assemble cables off site
· Build certain sub-system pre-assemblies off site as may be appropriate
· De-commissioning of existing systems
· Onsite installation
· Integrate equipment per implementation plan
· System testing
· System commissioning (in collaboration with vendor’s technical support engineers as
may be deemed appropriate)
· System training
· Provide technical support during City of Diamond Bar’s staff training exercises
· Provide technical support during initial live operations (120 Days)
It should be noted that ARC does not provide extensive operational training on individual items
of equipment. This must be arranged between City of Diamond Bar and the vendors in question.
ARC is happy to help facilitate this.
As noted elsewhere in this document, there will be a period of time towards the end of the
project when both the new equipment and the existing equipment will need to be functioning in
parallel, before the final switch-over. A migration plan will be drawn up, in collaboration with all
affected parties, that will outline how and when certain crucial pieces of equipment will be
commissioned.
September 22, 2022 Page 11 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Scope of Work - Cont.
For this project ARC shall provide:
1. Project management for the life cycle of the project. Management functions to be provided
are:
· ARC Project Manager; acting as the single point of contact for the project
· Management of ARC project labor and services
· Management of ARC project equipment and materials
· Coordination of the project plan with the City of Diamond Bar
· Regular Client meetings throughout the course of the project, either in person or by
conference call, the frequency of meetings to be determined at the start of the project
· Problem solving and established escalation process for resolution
2. Initial consulting services for:
· Room adjacencies
· Power, heat and ventilation requirements on a room-by-room basis
· Suitable acoustic levels for appropriate rooms
3. System design services and the provision of construction documentation (see item 4) in
three phases:
· Conceptual design; review and modify conceptual design in alignment with the value
engineering discussions, conceptual design review and approval
· Critical design, review and approval
· Construction drawing package
4. A set of documentation as follows:
· Master Drawing List (Index)
o (AutoCAD 2015)
· Master Equipment List
o (MS Excel)
· Equipment to be procured (by ARC)
o (MS Excel)
· Rack and Console Equipment Layouts
o (AutoCAD 2015)
· Studio Breakout Panel Layouts
o (AutoCAD 2015)
· Single Line Drawings for Video, Audio, Communications, and Control
o (AutoCAD 2015)
· Cable Run Lists
o (MS Excel)
· Jack field layouts and labeling
o (MS Excel / AutoCAD 2015)
· Review of the standard ARC cable, patch panel and button labeling
September 22, 2022 Page 12 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Scope of Work - Cont.
5. Procurement services for the equipment. Long lead items (major equipment) may need
to be designated and authorized for purchase as early as possible in the design process.
6. Installation services including a partial pre-build within ARC’s facilities if necessary. The
racks, patch panels, and selected systems may be pre-built to shorten the time spent on
site.
· Clean rooms are expected to be available for on-site installation by Mid October, 2022
7. The coordination, staging and performance of the following:
· Pre-building and cabling of the consoles and racks if required
· Dismantling of pre-built consoles, racks and attached cables for packing
· Shipping of the pre-built systems to the City of Diamond Bar
· Installation of the new racks and consoles
· Installation and wiring of the equipment
· Final testing and commissioning of the systems
ARC strongly recommends that principle technical staff from the City of Diamond Bar be available
to assist during the test and commissioning stages as our experience shows that this is an ideal
way to ensure the City of Diamond Bar staff are fully conversant with the system and its operation.
8. The management of the procurement, shipping, and receiving of the system related
materials.
· Full asset inventory package can be provided
9. Provide an as-built drawing package.
September 22, 2022 Page 13 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Project Assumptions
The following assumptions are made by ARC pertaining to this project for the City of Diamond Bar:
1. Plenum Cable
1.1. All cable will be run in client supplied conduit or otherwise non-plenum rated
spaces. All material pricing assumes non-plenum rated cabling. Should the building
or fire codes require plenum rated cables an additional materials charge will be
made.
2. Conduit and Electrical Power Provision
2.1. The client’s General Contractor (GC) will supply all conduit or cable tray for all cables
located outside any raised floor area.
2.2. The client’s General Contractor (GC) / Electrician will provide appropriately rated and
located electrical outlets for all systems to be installed by ARC.
3. California Seismic Regulations
3.1. ARC is very familiar with the State of California codes on seismic bracing for
technical installations and will ensure that any installation is suitably compliant.
4. City of Diamond Bar Fire Inspection
4.1. ARC is very familiar with the California Fire code for electrical equipment and, should
the new location fall under the jurisdiction of the City of Diamond Bar, will ensure that
the installation will pass the fire inspection.
5. Removal of old wiring, equipment
5.1. The responsibility for removing old wiring and de-commissioning old equipment from
the existing location installation has been included in scope. Materials and
equipment removed from operation shall be delivered to the client for disposition.
ARC generally assumes that the responsibility for this lies with the client.
6. Union Issues
6.1. ARC has been advised of a prevailing wage condition. Any other on-site union
jurisdiction that would affect the hiring and deployment of engineering or installation
labor, shall enable ARC the right to re-quote the labor portion of this proposal to
include the appropriate union staff and pay rates.
September 22, 2022 Page 14 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Implementation and Migration Planning
ARC’s immediate task, upon being awarded the contract, will be to sit down with the City of
Diamond Bar and their technical staff to initiate a “value engineering” session. It is anticipated
that this will be an iterative series of meetings, the goal of which will be to refine the equipment
list and design criteria to ensure that the final systems design will (a) meet the technical needs
of the City of Diamond Bar’s production, both now and in the future and (b) produce a fiscally
responsible deployment that avoids overspending on equipment and services and offers a cost
effective solution without compromising the production integrity of the City content.
Once the system design has been ratified by all parties, ARC’s senior engineering staff will
liaise with any architect and/or general contractor regarding room adjacencies, cable paths,
power requirements, HVAC requirements and acoustic treatments where necessary. It should
be noted that ARC does not purport to be either, electrical engineers, HVAC engineers, nor
acousticians, but are fully able to advise the appropriate individuals of the specific requirements
for these services on a room-by-room basis.
Design Review meetings will be held between ARC project management and principle
designers, users, and technical staff from the City of Diamond Bar to ensure that the technical
design meets the requirements of the City of Diamond Bar and that the project timeline is being
adhered to.
Although a large proportion of the equipment as specified in the proposal is new, there are
certain sub-systems, which will be migrated from the legacy system. Legacy equipment shall be
evaluated, cleaned, and inspected prior to re-installation. The client shall be advised of the
equipment condition and a determination to be made by client as to its re-use.
ARC understands the challenges related to moving a fully functioning, operational facility from
one location to another in the least amount of time and with the least disruption to the
production work patterns and requirements. Having performed similar tasks for previous clients
we feel confident that an efficient and workable migration plan can be formulated.
ARC will work closely with the City of Diamond Bar production staff to identify which sections of
the existing infrastructure will be migrated to the new design, and whether any or all of these
components can be re-located ahead of the switch-over period. It is expected that most critical
to this migration will be the presentation systems. It would be ARC’s aim to move a few of these
ahead of the switch-over period to allow training and rehearsals to be held in as real a scenario
as possible without jeopardizing the existing production. The full cooperation of the City of
Diamond Bar production staff will be required during this period.
Our goal will be to develop a detailed migration plan that identifies equipment by function and
existing rack location, and a date when that particular piece may be moved. This plan will be
strictly adhered to in order to ensure that nothing is removed from the existing operation that will
jeopardize the production on a daily basis.
September 22, 2022 Page 15 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Work Plan - Typical
September 22, 2022 Page 16 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Labor Rate Schedule
The following prevailing wage labor rates will apply to this project:
Classification Hourly Daily (8) Daily (10) Minimum Daily
Consultation $355/hr $2840 N/A .25 hour
Engineer $195/hr $1560 $2145 4 hours
Project Manager $175/hr $1400 $1925 4 hours
Supervisor $155/hr $1240 $1705 4 hours
Wireman $125/hr $1000 $1375 4 hours
Utility / Apprentice $85/hr $680 $935 4 hours
CONTRACT SERVICE RATES and CONDITIONS
Standard support is scheduled service between the hours of 9
am – 6 pm M-F (holidays excluded) Phone support- 2hr min. + dispatch charge ($75.00)
Travel, Lodging, Meals are invoiced as cost +10% Travel is to be via business class or better
Travel Days less than 8 hours are calculated at ½ RATE-1 Travel Days 8 hours or greater are calculated at ½ RATE-2
Rate-1 – Regular Daily / Weekly Rate Rate-3 – 2 times Rate
Rate-2 – 1.5 times Rate Rate-4 – 2.5 times Rate
- 1) Overtime for Daily is equal to RATE-2 in excess of 8 hours per day or
40 hours per week
+ 1) After Hours Support billed at Holiday Rates
- 2) Overtime for Daily is equal to RATE-3 in excess of 12 hours per day
or 60 hours per week + 2) Per Diem 30-50 mile radius from ARC main office - $50/day
- 3) Overtime for Weekly is equal to RATE-2 in excess of 50 hours per
week + 3) Per Diem beyond a 50 mile radius from ARC main office -
$100/day
- 4) Holidays are calculated at RATE-4 * 1) Lodging is calculated at $150/day for metro areas under 30k
population
- 5) Sixth day is calculated at RATE-2 * 2) Lodging is calculated at $210/day for metro areas under 750k
population
- 6) Seventh day is calculated at RATE-3 * 3) Lodging is calculated at $275/day for metro areas over 750k
population
January 1 - New Year's Day
3rd Monday in January - Martin Luther King, Jr. Day
3rd Monday in February - Presidents Birthday
Last Monday in May - Memorial Day
July 4 - Independence Day
1st Monday in September - Labor Day
November 11 - Veterans' Day
4th Thursday in November - Thanksgiving
4th Friday in November – Day after Thanksgiving
December 25 - Christmas Day
September 22, 2022 Page 17 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Project / Manpower Loading Schedules
A project schedule and associated manpower loading schedule are attached as Appendix A
below.
Sample Change Order form
This is attached as Appendix B below.
All changes in Scope will be documented and approved in writing by the Client in advance of
such changes being provided by ARC. Scope changes shall include, but are not limited to:
· Changes to the Project, Scope of Work or the Delivery Schedule. This includes changes
to the project timeline
· Revisions to, or providing additional, drawings, documentation, equipment or materials
caused by instructions that vary from instructions or written approvals previously given
by the Client
· Providing services relating to future facilities, systems and equipment
· Coordinating work not performed by ARC
· Providing services made necessary by major defects or deficiencies, or delays in the
work of, or goods, facilities or services provided by, parties other than ARC or by
performance failure(s) by either the Client or others not directly engaged by ARC
· Providing consultation and services concerning replacement of any work damaged by
fire or other cause during construction
· Providing services caused by unsafe, incomplete or inadequately prepared site
conditions
· Providing additional services or delays caused by issues related to labor agreements not
within the direct control of ARC
· Supply chain delays or economic conditions driven equipment model changes owing to
the manufacturer conditions also, shall merit a change order
September 22, 2022 Page 18 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Warranty Terms
This is covered by clause 19 of the ARC contract terms and conditions, attached as Appendix
C.
Artistic Resources Corporation, being a locally-based organization, agrees to provide a four (4)
hour response time to any emergency call during the warranty period provided the call is related
to system failures, not specific equipment failures, with problem resolution within forty-eight (48)
hours.
Holiday Schedule
ARC observes the standard Federal holidays as follows:
2023:
New Year’s Day January 2 (in lieu)
Martin Luther King Day 3rd Monday in January
President’s Day 3rd Monday in February
Memorial Day Last Monday in May
Independence Day July 4
Labor Day 1st Monday in September
Veteran’s Day November 11
Thanksgiving 4th Thursday in November
Christmas Day December 25
Individual vacation schedules for key staff are not currently available at the time of writing.
Dispute Resolution
It is never the intention of ARC or any 3rd party to get into a situation where a dispute arises,
either between ARC and the customer or within the ARC workforce. Nevertheless, procedures
exist to mitigate and resolve problems as early as possible.
Personnel Problems
The Project Manager has ultimate control of the project and the assigned staff. It is his or her
responsibility to arbitrate in the event of any personnel problems. These must be bought to the
Project Manager’s attention as soon as possible by the appropriate supervisory staff (Lead
Engineer or Installation Supervisor). The Project Manager attempts to resolve the matter as
quickly as possible. In the event that a resolution cannot be achieved at this level, the matter will
be escalated to the company president for final judgment.
Project Issues and Disputes
This is covered by clause 7 of the ARC contract terms and conditions, attached as Appendix C.
September 22, 2022 Page 19 of 49
CITY OF DIAMOND BAR
Windmill/Willow A/V PCR Systems
Upgrade Project
Equipment pricing
As stated earlier, it would be ARC’s initial task to set up a series of value engineering meetings
with appropriate staff from CITY OF DIAMOND BAR and ARC as soon as possible after
contract award to refine the equipment list and conceptual design. It is expected that these
meetings might result in changes to any combination of vendors, model numbers, model
specifications, quantities and prices.
ARC, in advance of those meetings, has studied the conceptual design and equipment list as
included in the RFP in some detail. There are a number of alternative suppliers of equipment
who may be able to offer functional equivalency at lower prices. It will not be ARC’s aim to
reduce or otherwise impede the required functionality of the system by making substitutions
without the full agreement of CITY OF DIAMOND BAR.
ITEM QTY MFR MODEL ARC PRICE EXT COST DELIVERY DATE
1 11 CRESTRON DM-TX-4KZ-100-C-1G-B-T $583.00 $6,413.00 Q1 24
2 2 CRESTRON DMF-CI-8 $1,166.00 $2,332.00 Q1 24
3 11 CRESTRON DM-NVX-E760C $1,107.70 $12,184.70 Q1 24
4 1 CRESTRON DM-NVX-E30C $757.90 $757.90 Q1 24
5 3 CRESTRON DM-NVX-D30C $757.90 $2,273.70 Q1 24
6 7 CRESTRON DM-NVX-D30 $757.90 $5,305.30 Q1 24
7 1 CRESTRON DM-NVX-E30 $757.90 $757.90 Q1 24
8 0 CRESTRON PRO4 $0.00 $0.00DISCONTINUED
8 1 CRESTRON CP4N $1,632.40 $1,632.40 Q1 24
9 1 CRESTRON DM-NVX-DIR-80 $2,915.00 $2,915.00 IN STOCK
10 1 CRESTRON CEN-GWEXER $262.88 $262.88 Q1 24
11 1 CRESTRON TST-902 $2,215.40 $2,215.40 Q3 23
12 1 CRESTRON TST-902-BTP $87.98 $87.98 Q2 23
13 1 CRESTRON TST-902-DSW $874.50 $874.50 IN STOCK
14 2 CRESTRON TSW-770-B-S $1,049.40 $2,098.80 Q4 23
16 1 CRESTRON TS-770-B-S $1,166.00 $1,166.00 Q4 23
15 2 WALL-SMART 012-1-832-BL $472.76 $945.52 Q2 23
WINDMILL/WILLOW ROOM AUDIO VISUAL & PRODUCTION CONTROL ROOM SYSTEMS
UPGRADE PROJECT CITY PROJECT NO. FP 23504
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Equipment pricing - Cont.
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Equipment pricing – Cont.
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Equipment pricing – Cont.
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Equipment pricing – Cont.
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Equipment pricing – Cont.
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Equipment pricing – Cont.
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Equipment pricing – Cont.
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EXHIBIT – SIGNATURE PAGE
NOTE: This affidavit is included as a portion of the proposal requirement in the Request for
Proposal.
BIDS DUE: Submit the entire Proposal via PlanetBids by 2:00 PM on April 26th, 2023. The proposals
shall be sent to:
FROM: Artistic Resources Corporation
Company
Michael Little (President)
Contact
323.965.5200
Phone
323.965.5209
Fax
arcorp@artisticresources.com
Email
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Organizational Chart and Team Identification
Michael Little
President
Martin Grahl
Technical Services
Manager
John Hartwell
Engineering
Services Manager
Niura Band
Administrative
Services
Niura Band
Purchasing
Niura Band
AR/AP
Project 1
Project
Manager
Project 1
Sr Engineer
Project 1
Technician 1
Project 1
Technician 2
Project 1
Technician 3
Project 1
Technician 4
Project 1
Project 1
Engineer
Project 1
Supervisor
Project 2
Project
Manager
Project 2
Sr Engineer
Project 2
Technician 1
Project 2
Technician 2
Project 2
Technician 3
Project 2
Technician 4
Project 2
Project 2
Engineer
Project 2
Supervisor
Project 3
Project Manager
Project 3
Sr Engineer
Project 3
Technician 1
Project 3
Technician 2
Project 3
Technician 3
Project 3
Technician 4
Project 3
Project 3
Engineer
Project 3
Supervisor
Project 4
Project Manager
Project 4
Sr Engineer
Project 4
Technician 1
Project 4
Technician 2
Project 4
Technician 3
Project 4
Technician 4
Project 4
Project 4
Engineer
Project 4
Supervisor
Laurie Cortez
Legal
Nadine Ybarra
Risk Management
Adrian Stern
Accounting
January 2022
Page 1
Artistic Resource Corporation
ORGANIZATION CHART
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Appendix A
Project Schedule and Manpower Loading
The following pages show a tentative project schedule and estimated manpower loading,
based on our current knowledge of the project.
Manpower Loading – AV Presentation Systems - TBD
Manpower Loading – TV Broadcast Production Systems - TBD
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Appendix B
Sample Change Order form
CHANGE ORDER – ______________ CONTRACT ____________
From Company Date:
Street Job Name:
City,State,Zip Job Type:
Prepared By:
To Company Work Begin:
Street Work Complete:
City,State,Zip Schedule Impact:
Description:
The work covered by this order shall be performed under the same terms and conditions as that included in the original.
Approved: Company Labor:
Name Equipment:
Title Materials:
Date Reason:
Approved: Company
Name Original Amount::
Title Change Amount:
Date Net Change :
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Appendix C
Sample Contract Terms and Conditions
The following pages contain the standard ARC contract with terms and conditions, some of
which are referenced elsewhere.
AGREEMENT made as of the ____ day of ________ in the year________
(In words, indicate day, month and year)
BETWEEN:
Company Name: _________________________
Address: _________________________
_________________________
_________________________
_________________________
hereby referred to as the “Owner”
And
Company Name: Artistic Resources Corporation
Address: 429 S Victory Blvd
Burbank, California, 91502
U.S.A.
hereby referred to as the “Contractor”
For this Project:
Description of Project:
________________________________________________________________
________________________________________________________________
Shipping Address: _________________________
_________________________
_________________________
_________________________
With a Contracted Value of: ____________________________________ Dollars
($____________.00), which amount represents the total price of all Equipment, Software, Work,
and other components comprising the System, exclusive of taxes and Owner Furnished
Products, provided that the Purchase Price amount may be adjusted in accordance with the
terms and conditions contained herein relating to the costs, including variation or modification
thereof, of the Equipment, Software, System, and/or Work.
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The Owner and Contractor hereby agree as follows.
1 COMPLETE AGREEMENT
1.1 This Agreement shall not be binding upon Contractor, unless signed by an
authorized representative of the Owner and signed by an officer of Contractor.
1.2 Neither the Owner nor Contractor shall assign this agreement without the written
consent of the other, except that the Owner may assign this Agreement to an
institutional lender providing financing for the Project. In such an event, the lender shall
assume the Owner’s rights and obligations under this Agreement. Contractor shall
execute all consents reasonably required to facilitate that assignment.
1.3 This Agreement represents the entire and integrated agreement between the
Owner and Contractor and supersedes all prior negotiations, offers, counteroffers,
representations or agreements, either written or oral.
1.4 This Agreement may be amended only by written instrument signed by both the
Owner and Contractor.
1.5 This Agreement shall be construed and enforced in accordance with the laws of
the State/Province of ____________ having application thereto, without reference to or
application of its rules governing conflicts of law.
2 CONTRACTOR’S RESPONSIBILITIES
2.1 The Contractor’s services shall be performed in accordance with the degree of
professional skill and care required by applicable law and as expeditiously as is
consistent with professional skill and care and the orderly progress of the Project.
2.2 The Contractor shall submit for the Owner’s approval a schedule for the
performance of the Contractor’s services (per Section 15) which may be adjusted as the
Project proceeds. This schedule shall include allowances for periods of time required for
the Owner’s review and for approval of submissions by authorities having jurisdiction
over the Project. Time limits established by this schedule approved by the Owner shall
not, except for reasonable cause, be exceeded by the Contractor or the Owner.
2.3 The Contractor shall designate a representative authorized to act on behalf of the
Contractor with respect to the Project. Insofar as it is reasonable, the same person shall
remain consistent from project inception until completion. This representative shall be
referred to as the Project Manager.
2.4 The Contractor’s work shall be neat and workmanlike and shall assign enough
workers with the required skills and qualifications to the job to meet its schedule
commitments as outlined at the signing of this document.
2.5 The Contractor shall coordinate and cooperate with other trades to ensure
satisfactory work progress.
2.6 The Contractor shall, at its own cost and expense, comply with all
State/Provincial and local laws, ordinances, rules, regulations, codes, standards, orders,
notices and requirements necessary for the prosecution of the Work.
2.7 The Contractor will install all equipment in accordance with the manufacturers’
instructions unless otherwise approved by the Owner. Where these instructions are
exceeded by any applicable national and local regulations, ordinances, and codes, such
regulations, ordinances, and codes shall apply.
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2.8 Upon completion of the Work, the Contractor shall remove from the site all
unused materials, containers, and equipment. The Contractor will endeavor to protect all
floors, walls, and other adjacent surfaces from stains, marring or other damage. The
space shall be clean and undamaged.
2.9 The Contractor is not responsible for the operation or the performance of
equipment supplied by others outside this contract. The Contractor does not warrant that
equipment supplied by others either can be connected to or can work satisfactorily with
our system, except as specified in this document.
3 OWNER’S RESPONSIBILITIES
3.1 The Owner shall provide full information in a timely manner regarding
requirements for and limitations on the Owner’s objectives, schedule, constraints and
criteria.
3.2 The Owner shall furnish to the Contractor, within 10 days after receipt of a written
request, information necessary and relevant for the Contractor to evaluate, give notice
of, or enforce lien rights.
3.3 The Owner shall designate a representative authorized to act on the Owner’s
behalf with respect to the Project. The Owner or the designated representative shall
render decisions in a timely manner pertaining to documents submitted by the
Contractor in order to avoid unreasonable delay in the orderly and sequential progress of
the Contractor’s services.
3.4 The Owner shall furnish the services, at the Owner’s expense, of any and all
consultants reasonably required for the proper execution of the project as and when
requested by the Contractor. The Contractor shall be entitled to rely upon the accuracy
and completeness of any information provided by these consultants
3.5 The Owner shall furnish all legal, accounting, and insurance services that may be
necessary at any time for the Project to meet the Owner’s needs and interests.
3.6 The Owner shall provide prompt written notice to Contractor if the Owner
becomes aware of any fault or defect in the Project, including any errors, omissions, or
inconsistencies in Contractor Instruments of Service.
3.7 Prior to installation of the Equipment, the Owner shall prepare the Project site
and render the Project site in a condition so as to allow the Equipment to be installed in
a square and plumb manner. The Owner shall ensure that the Project site is:
a) broom clean,
b) free from obstructions, including separate contractors and workers,
c) dust-free before and after installation of the Equipment,
d) safe and secure, and
e) compliant with all load requirements specified by Contractor.
Further, the Owner shall ensure that the project is secure and set up for both pre-wiring
and installation of the Equipment in accordance with the requirements of Contractor. The
Owner shall be solely responsible for the Project site conditions, including the security,
safety, and fitness of the areas in which Contractor’s services are to be performed. The
Owner warrants to Contractor that the Project site is adequate and sufficient to install,
use, and store the Equipment.
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3.8 The Owner shall provide electrical outlets, cabling, and work surfaces for the
operation of the Equipment as specified by Contractor in the Construction Documents.
Further, the Owner shall be responsible for compliance with all applicable laws and
codes regarding the installation and subsequent use of the electrical circuits. The Owner
shall be solely responsible for any unforeseen costs resulting from existing conditions at
the Project site, including, but not limited to, the conditions or locations of electrical
outlets or other Owner-furnished connections, including cabling.
3.9 At the time of signing of this agreement, the Owner shall have identified and
provide information to the Contractor of all other equipment and connections that will
interface with the Equipment to be provided by the Contractor related to this project, with
the understanding that any omissions to the information provided to date may result in
additional charges from the Contractor in order to accommodate such changes or
omissions.
3.10 The Owner shall provide access to the Project site during normal business hours
to allow Contractor to perform its services in a timely and orderly manner. Further, the
Owner shall provide suitable and secure locations at the Project site for storage of the
Equipment prior to installation.
3.11 The Owner shall provide a representative to accept delivery of equipment from
the Contractor as required at the Project site, and shall remain liable for any loss or
damage to the Equipment located at the Project site.
4 SCOPE OF SERVICES
4.1 Within the context of this document, "Approve" means review of and comment
on, existing conditions or design by others. "Design" means complete design service
including drawings. "Specify" means establishment of criteria for design to be done by
others.
4.2 The Contractor shall provide, develop, install, and integrate audiovisual systems
for the Project. The Contractor will consult with the Owner and Owner’s representatives
or authorized agents in order to review and evaluate the related architectural plans and
systems requirements for the project. The Contractor will make all recommendations or
modifications as may be required in cooperation with the Owner, or others as directed by
the Owner, and shall assist in finalizing a functional description of the system Scope to
include schematic designs, design administration, preparation of a preliminary and final
budget estimate of audiovisual system costs, attendance at progress meetings, and
preparation of preliminary and final drawings and documentation for competitive bid if
required.
4.3 The Contractor may solicit the services of a lighting and acoustical consultant to
aid in the development of the design program, with this work to include specifying
illumination objectives and designing lighting control. The Owner shall not have, or be
deemed to have, any direct contractual relationship with any consultant hired by the
Contractor, and shall not be liable to pay, or liable for the nonpayment of, the fees and
costs incurred by the Contractor.
4.4 The Contractor shall inspect audiovisual systems installed in the Project and will
assist the Owner in the commissioning of the audio visual systems. The Contractor will
make recommendations as to training, support, and maintenance of the audiovisual
systems.
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4.5 The Scope of Work includes the recommendation of considerations relating to
window treatments, acoustical conditions, lighting conditions, AV-related HVAC and
electrical loads, AV-related LAN/WAN requirements, seating plan and room layout, and
any other systems or design impacting or impacted by the Audio Visual Systems
specified by the Contractor.
5 DELIVERABLES
The Contractor shall provide to the Owner, in organized manner, copies of the following:
5.1 Within 2 weeks of Award
5.1.1 Ratification or modification of any previously supplied (if applicable) or
provision of a detailed project timeline outlining proposed Owner and Contractor
milestone completion dates for the Project in order to meet the currently
proposed completion date.
5.2 Product Cut Sheets as required and requested
5.3 Throughout Project
5.3.1 Shop Drawings for custom built items.
5.3.2 Control System GUI for approval
5.3.3 Change order approvals if, as, and when required (see Section 21)
5.4 Upon Completion
5.4.1 Copies of all manufacturers’ operating instructions, user guides, and other
items for equipment provided by Contractor within the scope of work related to
this project.
5.4.2 Schematics of all mechanical and electrical components and electrical
wiring diagrams.
5.4.3 Shop drawings of all mechanical and electrical components and electrical
wiring diagrams.
5.4.4 As-built cable schedule.
5.4.5 Shop drawings of all custom-built items, including manufacturer’s part
numbers for commercially procured components.
5.4.6 Test documentation
5.4.7 As-built block diagrams (in non-editable format; i.e., PDF file)
5.4.8 Source Codes of any and all Control System, Audio DSP, and any other
applicable custom programmed or configured equipment (see Section 6 -
Intellectual property).
6 INTELLECTUAL PROPERTY
6.1 The parties agree that Contractor shall be solely entitled to all patent rights and
all copyrights to any products, tools, devices, manuals, plans, drawings, customized
programs and software, and anything else subject to patent or copyright (the “Intellectual
Property”) invented, generated, developed, or otherwise produced by Contractor or its
agents, representatives, employees, and subcontractors in connection with the
performance of the Services, and shall at all times remain the property of the Contractor.
The parties hereto intend and agree, however, that the Contractor shall grant a
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perpetual, non-exclusive, non-transferable license to any and all products, tools,
devices, manuals, plans, drawings, customized programs, and software for the life of the
project; provided, however, that:
6.1.1 Such license shall be non-transferable by the Owner without the prior
written consent of Supplier, and shall be exercised by the Owner solely for the
Owner’s benefit in direct connection with the Project following the date of this
Agreement;
6.1.2 Licensing rights as outlined shall require the express written permission of
the Contractor in order to reproduce or distribute to any other third party any or
all of the above mentioned drawings, plans, specifications, reports, and other
documentation; and
6.1.3 The Contractor shall maintain rights to all such software source codes,
drawings, plans, specifications, reports, and other documentation, for use in
connection with the conduct of the Contractor’s ordinary course of business,
without any compensation or payment of any kind or nature being made to the
Owner in connection with such use.
6.2 The Contractor shall provide the Owner with current copies of all software upon
request; these shall be for Archival and administrative purposes only.
6.3 Notwithstanding the foregoing, as consideration for the limited licensing rights in
connection with the above, the Owner hereby agrees to:
6.3.1 Use its best efforts to promote and credit Contractor‘s integral role in
connection with the completion and operation of the Project, which efforts shall
include, without limitation, the advertisement and promotion, whenever and
wherever reasonably possible, of Supplier as the designer, provider, and
supplier of the display technology used in connection with the Project;
6.3.2 Permit Contractor to cite the Project, together with Contractor’s role
relative to the design technology developed and used in connection therewith, for
purposes of Contractor’s advertising, marketing, and public relations efforts.
7 DISPUTE RESOLUTION
7.1 MEDIATION
7.1.1 Any claim, dispute, or other matter in question arising out of or related to
this Agreement shall be subject to mediation as a condition precedent to
arbitration or the institution of legal or equitable proceedings claims by either
party. If such a matter relates to or is the subject of a lien arising out of
Contractor services, Contractor may proceed in accordance with applicable law
to comply with the lien notice or filing deadlines prior to resolution of the matter
by mediation or by arbitration.
7.1.2 The Owner and Contractor shall endeavor to resolve claims, disputes,
and other matters in question between them by mediation which, unless the
parties mutually agree otherwise, shall be in accordance with the procedures of
an established national, regional, or local mediation service. Request for
mediation shall be filed in writing with the other party to this Agreement and with
such mediation service.
7.1.3 The parties shall share the mediator’s fee and any filing fees equally. The
mediation shall be held in the place where the Project is located, unless another
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location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction.
7.2 ARBITRATION
7.2.1 Any dispute or disagreement arising between the parties in connection
with this Agreement which is not settled to the mutual satisfaction of the parties
by the mediation process above within sixty (60) days (or such longer or shorter
period as may be mutually agreed upon) from the date that either party initiates a
formal mediation request shall be settled by arbitration.
7.2.2 A demand for arbitration shall be made within a reasonable time after the
claim, dispute, or other matter in question has arisen. In no event shall the
demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such a claim dispute or other matter in question
would be barred by the applicable statute of limitations.
7.2.3 No arbitration arising out of or relating to this Agreement shall include, by
consolidation or joinder or in any other manner, an additional person or entity not
a party to this Agreement, except by written consent containing a specific
reference to this Agreement and signed by the Owner, Contractor, and any other
person or entity sought to be joined. Consent to arbitration involving an additional
person or entity shall not constitute consent arbitration to any claim, dispute, or
other matter in question not described in the written consent or with a person or
entity not there named or described. The foregoing agreement to arbitrate and
other agreements to arbitrate with an additional person or entity duly consented
to by parties to this Agreement shall be specifically enforceable in accordance
with applicable law in any court having jurisdiction over it.
7.2.4 The parties agree that the arbitrator(s) shall have no power or authority to
make awards or issue orders of any kind except as expressly permitted by this
Agreement, and in no event shall the arbitrator(s) have the authority to make any
award that provides for punitive or exemplary damages.
7.2.5 The award rendered by the arbitrator or arbitrators shall be final, and
judgment may be entered upon in accordance with applicable law in any court
having jurisdiction.
7.2.6 The cost of the arbitration, including the fees and expenses of the
arbitrator(s), will be shared equally by the parties unless the award otherwise
provides. Each party shall bear the cost of preparing and presenting its case.
8 PERMITS
8.1 The Owner shall bear at its own cost all consents, licenses, permits, approvals,
authorizations, and inspections from local government authorities, agencies, or officials
required for the prosecution and completion of the Work and the delivery of the System
as obtained by either the Owner or the Contractor in relation to this project.
8.2 Where such consents, licenses, permits, approvals, authorizations, and
inspections are obtained by the Contractor, such costs shall be considered in addition to
the approved contract cost, and shall be subject to a 15% administration fee above and
beyond the cost paid by the Contractor.
9 REPRESENTATIONS
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9.1 The Contractor is not, and does not represent to be, a licensed architect,
electrician, electrical engineer, mechanical engineer, or structural engineer and shall not
perform, nor be responsible for the performance of, the work of such persons. All
information, drawings, schematics, specifications, or other documents containing
references to, or depictions of, architectural, electrical, or mechanical attributes which
are supplied to the Owner by the Contractor hereunder will be provided for the sole
purpose of indicating the Contractor’s suggestions related to the Work, and the
Contractor shall have no liability whatsoever, including liability for the Owner’s reliance
thereon, except as such information, drawings, documents, specifications, or other
documents may relate to the performance of the System.
9.2 The Owner’s signing and delivery of this Agreement and its performance of its
obligations hereunder:
(a) have been duly authorized by all necessary corporate action;
(b) do not conflict with any terms or conditions of its Certificate of Incorporation or By-
laws;
(c) do not violate any law, regulation, order, judgment or decree by which it may be
bound; and
(d) will not violate or result in a breach, acceleration, or default under any agreement or
understanding to which it is a party or by which it may be bound which will materially
affect its ability to perform its obligations hereunder.
When signed and delivered by the Owner, this Agreement will constitute the legal, valid
and binding obligation of the Owner, and will be enforceable against it in accordance
with its terms and conditions, subject only to the rights of creditors under applicable laws
relating to bankruptcy or the relief of debtors.
10 TERM & TERMINATION
10.1 The term of this Agreement will be from the Effective Date until completion of the
Work and payment of the Purchase Price, except as otherwise provided for herein.
10.2 Except as otherwise provided for herein, either party may terminate this
Agreement upon notice in writing to the other in the event that such other party shall
breach or be in default of any of the covenants, obligations, warranties, representations,
terms, or conditions of this Agreement in a material manner (a “Default”) and such other
party fails to remedy such Default within thirty (30) days after notice thereof from the
party not in default; provided that where a remedy will reasonably require greater than
thirty (30) days to complete, the non-defaulting party may terminate this Agreement if the
defaulting party does not start to remedy the Default within the thirty (30) day period, or,
once started, fails to diligently proceed with and complete the remedy. Such notice shall
provide in reasonable detail the basis upon which the Default is claimed.
10.3 In the event that either party shall cease conducting business in the normal
course, become insolvent, make a general assignment for the benefit of creditors,
suffers or permits the appointment of a receiver for its business or assets or shall avail
itself of, or become subject to, any proceeding under applicable bankruptcy legislation or
any other applicable statute relating to insolvency or the protection of rights of creditors,
then the other party may terminate this Agreement.
10.4 In the event the Contractor terminates this Agreement pursuant to either
paragraph 10.2 or 10.3 of this Section, then all licenses granted by Contractor to the
Owner shall immediately terminate and the Owner shall immediately discontinue use of
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any Software furnished hereunder and return to the Contractor all copies of such
Software and any Confidential Information furnished hereunder.
11 ADDITIONAL COSTS
11.1 The following costs shall be borne by the Owner in addition to the approved
contract cost, and shall be billed in full plus an administration fee of 15% at the
completion of the project:
11.1.1 Parking
11.1.2 Equipment Storage (under the conditions defined within Section 16.7)
11.1.3 Specifically requested Insurance other than as defined within Section 17
11.1.4 Performance and Labor bonds
11.1.5 Permits, licenses, approvals, and Inspections as defined within Section 8
12 PREVAILING TERMS
12.1 If any purchase order, acceptance, or other document is used by Purchaser in
connection with the purchase of the System, then notwithstanding any provisions therein
contained to the contrary, the terms of all such documents shall be governed by the
provisions of this Agreement and any terms thereof which are inconsistent with, different
from, or in addition to, the provisions of this Agreement shall be null and void and of no
force or effect.
13 CHARGES AND INVOICING
13.1 The Owner shall pay to Contractor the charges for the equipment, all labor,
materials, and services as detailed by Contractor’s proposal dated ____________ and
final revision dated _____________ along with any modifications and changes to same
as outlined in any subsequent change orders.
13.2 All charges are exclusive of federal, State/Provincial and local sales, use, excise,
utility, and gross receipts taxes and other similar tax-like charges, including tax-related
surcharges, which the Owner agrees to pay. In the event the Owner provides the
Contractor with a duly authorized tax exemption certificate, the Contractor agrees to
exempt the Owner in accordance with law, effective on the date exemption certificate is
received by the Contractor.
13.3 The Contractor shall invoice the Owner for charges due under this Agreement as
set forth herein. All invoices are due and payable within _______ days of the invoice
date with the exception of the invoice for the project initiation fees which is due and
payable upon signing the Agreement. The Owner is responsible for meeting payment
terms as listed below. The Contractor reserves the right to withhold delivery of products,
installation, and maintenance services pending this payment.
13.4 All invoiced amounts that remain unpaid for more than _____ days shall be
subject to a finance charge of ___% per month, computed from the date of invoice.
13.5 The Owner shall not make any deductions of any kind from any payment
becoming due to the Contractor unless Owner shall have received an official credit
memorandum from Contractor authorizing such deduction.
13.6 If the Owner fails to make any payment to Contractor as provided for herein, the
Contractor may, upon ___ business days prior written notice to the Owner, suspend
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performance of the Work until such payment is received in full and the period of
suspension shall be added to the time which Contractor has estimated to complete
performance of same.
13.7 Payment terms and schedule are agreed as follows:
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14 OWNERSHIP
14.1 All hardware shall remain the property of Contractor until final payment of all is
received.
14.2 Upon delivery of any equipment to site, a representative of the Owner shall be
required to sign for acceptance of such equipment.
14.3 From the point that any hardware is delivered to site, responsibility for the
safekeeping and security of such equipment shall be borne by the Owner, who shall
remain responsible for the cost of any repair or replacement of such equipment
damaged or lost as a result of any actions taken by any individual other than in the direct
employ of Contractor.
15 PROJECT SCHEDULE
15.1 Time is of the essence in the performance of this Contract. Both the Owner and
the Contractor shall proceed with the work in a prompt and diligent manner in
accordance with the current project schedule.
15.2 The Contractor shall coordinate its Work with the work of others on the site in a
manner which will avoid conflict or interference with the work of Contractor and others
and which will avoid delay in the completion of any part or all of the Project.
15.3 The Owner recognizes that construction delays could affect the schedule for any
given system, and shall advise Contractor immediately of any adjustments to the project
schedule that may have an impact on any system related to Contractor’s Scope of Work.
Upon presentation of a written request and cost adjustment, the Owner will review, in an
expeditious manner, such charges as presented by Contractor to increase the likelihood
of meeting the schedule.
15.4 Contractor will require various sign-offs and approvals throughout the design,
engineering, and installation process. The Contractor, where applicable, shall provide
the Owner with a required date of acceptance in order to maintain the agreed project
schedule. At that time, the Owner agrees to not unreasonably withhold its agreement for
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such documents. A minimum of ___ business days, where possible, shall be allotted by
Contractor to allow for communication and response from the Owner without penalty to
the schedule or project.
15.5 Contractor shall not be liable for any default or delay caused by any third party
impeding production or delivery of the products ordered. All promises of delivery are
made in good faith and Contractor will make best efforts to fulfill them. However, if
Contractor is unable to meet a scheduled delivery date, then Contractor shall not be
liable for additional transportation charges incurred on the Owner’s request to use a
faster means of transportation.
16 DELAYS
16.1 Delays by other trades, Owner’s schedules, approval of Contractor's drawings
and submittals, change orders, or non-availability of specific equipment shall be cause
for reasonable extensions of completion date.
16.2 The Owner's criteria will always be the Contractor's goal; however, no liability can
be assumed for such delays.
16.3 Any delays dues to performance of other trades and/or contractors or labor
disputes/strikes related to trades outside Contractor’s obligations under this agreement
will result in additional fees.
16.3.1 Additional fees will be calculated at the Contractor’s then current daily labor rates
unless the Contractor receives notification of the delay within ___ hours of when such
work is scheduled to be performed.
16.3.2 Once notified of a delay, the Contractor will require ___ hours to recommence
work. In the event the Owner does not give notice as defined above, the Owner will be
subject to additional fees including administrative fees during the ___ hour interim period
following notification of a delay.
16.4 Identified shipping and delivery dates of Equipment are provided in good faith
and represent Contractor’s best estimate. If the manufacture, delivery, or installation of
the Equipment is delayed, in whole or in part, through no fault of Contractor, including,
but not limited to, Acts of God, terrorism, war, strikes, fire, and governmental acts,
Contractor’s performance time shall be extended and Contractor’s compensation shall
be adjusted due to such a delay.
16.5 Contractor shall not be liable for any default or delay caused by any third party
impeding production or delivery of the products ordered.
16.6 Freight charges contained in this proposal, if any, are estimated to allow standard
ground- based shipping methods. If expedited shipping is requested by the Owner, or is
required in order to meet a scheduled delivery date, Contractor shall be additionally
compensated for additional transportation charges incurred on the Owner’s behalf.
16.7 If the Owner requests a delay in the shipment or installation of Equipment that
has already been ordered or manufactured, Contractor upon receiving that Equipment
may place the identified Equipment in storage at the Owner’s expense.
16.7.1 The Owner shall pay the storage charges upon acceptance.
16.8 If the Owner requests a delay in the shipment or installation of Equipment before
the Equipment has been ordered or manufactured, the Owner shall pay any increases in
the Equipment’s price occurring prior to the date of subsequent release of order by
Contractor.
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16.9 Notwithstanding any provision to the contrary in this Agreement, if the Owner
requests a delay, or if for any reason the project is suspended for thirty (30) consecutive
days, the Owner shall compensate Contractor within ___ days of the date of notification
of request of delay by Owner or within ___ days of the thirtieth (30th) day of suspension,
(i) the full price of services performed prior to the request or suspension, and
(ii) the full price of all Equipment ordered and applicable storage charges.
16.10 When the Project is resumed, Contractor shall be compensated for expenses
incurred in the interruption and resumption of Contractor’s services. Contractor’s fees for
the remaining services and the time schedules shall be equitably adjusted.
16.11 If the project is suspended or Contractor’s services are suspended for more than
___ consecutive days, Contractor may terminate this Agreement by giving not less than
___ days’ written notice.
17 INSURANCE
17.1 The Contractor shall, at its own expense, carry all workers compensation
insurance to protect Contractor's employees and comprehensive general liability
insurance necessary for the protection of the Contractor and the Owner.
17.1.1 This will cover injury to persons or property arising from acts of the
Contractor during the progress of the work.
17.1.2 Any sub-contractors will be required to provide similar insurance
coverages.
17.2 The Owner shall obtain and pay for insurance against injury to its own
employees, if any, and persons on the site at the Owner’s direction.
17.3 The Contractor shall not be responsible for any on site damage solely caused by
the Owner or his agents, or by Acts of God beyond the control of the Contractor.
17.4 The Contractor shall submit a Certificate of Insurance naming the Owner as
additional insured upon written request by the Owner.
18 LIMITATION OF LIABILITY
18.1 IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES; LOSS OF REVENUE OR
PROFIT; OR LOSS, DAMAGE OR DESTRUCTION OF DATA OR PROPERTY
INCLUDING SOFTWARE PROBLEMS EXPERIENCED BY OWNER IN SOFTWARE
PACKAGES OR DATABASES IN PLACE PRIOR TO THE INSTALLATION OF ANY
SOFTWARE HEREUNDER AND INCLUDING ANY ELECTRICAL DAMAGE OR
ELECTRICAL PROBLEMS THAT MAY OCCUR AS A RESULT OF ANY OF THE USE
OF THE EQUIPMENT OR INSTALLATION OR MAINTENANCE SERVICES PROVIDED
UNDER THE TERMS OF THIS AGREEMENT; REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH
OF WARRANTY OR OTHERWISE, EVEN IF AWARE OF THE POSSIBILITY
THEREOF. CONTRACTOR’S LIABILITY FOR DAMAGES FOR BREACH OF THE
AGREEMENT OR ARISING IN ANY OTHER RESPECT OUT OF THIS AGREEMENT,
REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE MONIES
PAID TO CONTRACTOR BY OWNER FOR THE ITEM(S) OF EQUIPMENT OR
SERVICE GIVING RISE TO THE CAUSE OF ACTION; PROVIDED, HOWEVER, THAT
THE FOREGOING LIMITATION SHALL NOT APPLY TO PERSONAL INJURY,
INCLUDING DEATH OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE
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GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CONTRACTOR. IT IS THE
OWNER’S RESPONSIBILITY TO ENSURE THAT ALL OF ITS DATA FILES ARE
ADEQUATELY DUPLICATED AND DOCUMENTED. CONTRACTOR WILL NOT BE
RESPONSIBLE FOR THE OWNER’S FAILURE TO DO SO, OR FOR THE COST OF
RECONSTRUCTION DATA STORED ON DISK FILES, TAPES, MEMORIES, ETC.,
WHICH IS LOST DURING THE COURSE OF PERFORMANCE OF CONTRACTOR
HEREUNDER.
18.2 FORCE MAJEURE
18.2.1 Contractor shall not be deemed in breach of contract, negligent, at fault,
or liable for any delay or failure of performance resulting from Acts of God, war,
accidents, riots, terrorism, civil insurrection, labor disputes, strikes or any other
cause not the fault of and beyond the reasonable control of Contractor; provided,
that Contractor will give the Owner prompt notice of the delay in sufficient detail
to permit the Owner the opportunity to minimize the effect of such delay, if
practicable.
19 WARRANTY
19.1 All equipment furnished by Contractor shall be accompanied by each
manufacturer’s standard warranty. Contractor shall be solely responsible for seeing that
warranty repairs are made.
19.2 In addition to the standard manufacturer’s warranty, Contractor warrants that all
Equipment and installation shall be fit for its intended purpose as outlined in the
Statement of Work and free from defects in materials and workmanship for one year
after Substantial Completion.
19.3 Notwithstanding the foregoing, Contractor’s warranty obligations shall not apply
to the extent that the Equipment has been subjected to abuse, unauthorized
modifications or alterations, improper maintenance, unauthorized or improper repair and
misuse, including, but not limited to, operating the Equipment outside of its
environmental, performance, electrical, temperature, or humidity specification.
19.4 For any services covered under the Contractor’s one (1) year warranty,
Contractor shall be the sole source utilized for repairs. The Owner agrees to provide
access for any scheduled or requested services of the System or Equipment. If the
Equipment is not available during the scheduled time, Contractor may charge the Owner
its normal trip charge and, if asked to wait on-site, Contractor’s current published hourly
rates for standing by until the Equipment is made available or until instructed to return at
another time.
19.5 DURATION OF WARRANTY
19.5.1 Except as otherwise provided by virtue of any manufacturer’s warranty
set forth at Paragraph 19.2 above, all warranties made herein by Contractor shall
commence as of the execution of this Agreement, and shall remain in effect for a
period of one (1) year following the achieval of Substantial completion, as
outlined within Section 20 or this document, or first beneficial use, whichever
occurs first.
19.5.2 In the event that the Owner desires to engage Contractor to perform
and/or provide additional services and/or Project maintenance following the
expiration of said one (1) year warranty period, Contractor shall submit to the
Owner a quotation for an extended service and/or maintenance arrangement.
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19.6 WARRANTY CLAIMS
19.6.1 Upon receipt of written notice from the Owner of any warranty claim
pursuant to this Section, the Owner may, as its sole remedy against Contractor
under this Agreement, require Contractor to correct any Services not conforming
to the warranties set forth herein, or promptly repair and/or replace any deficient
goods, materials, or equipment sold or provided by Contractor in connection
herewith.
19.6.2 The cost and expense of all such remedial work, so as to bring the
Services in compliance with the warranties set forth herein, shall be borne solely
by the Contractor.
19.6.3 Contractor’s sole obligation in connection with this Section shall be limited
to the correction and/or repair of any Services, or the repair and/or replacement
of any goods, materials, or equipment sold or provided to the Owner in
connection therewith, which do not conform to the warranties set forth herein.
19.6.4 Contractor shall assume no liability or expense for any corrections,
repairs, or replacements except those performed by Contractor or its authorized
agents, and Contractor shall not be liable for any expense or damages beyond
the actual cost of correction, repair, or replacement as set forth in this Section.
With respect to all repair and/or replacement obligations imposed upon
Contractor pursuant to this Section, it shall be within the Contractor’s sole
discretion as to whether to repair or replace any deficient goods, materials, or
equipment; which option shall in all events be accepted by the Owner so long as
the deficient goods, materials, or equipment, as applicable, are made to conform
to the warranties set forth by Contractor pursuant to this Section.
19.7 THE WARRANTIES SET FORTH IN THIS ARTICLE IV ARE EXCLUSIVE AND
ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES
SET FORTH IN THIS ARTICLE IV ARE EXCLUSIVE AND ARE ACKNOWLEDGED BY
THE OWNER TO BE IN LIEU OF ALL SUCH OTHER REMEDIES AS MAY
OTHERWISE BE AVAILABLE TO THE OWNER AT LAW OR IN EQUITY.
20 SUBSTANTIAL COMPLETION & ACCEPTANCE
20.1 Upon completion of installation and testing, notification will be transmitted by the
Contractor to the Owner of such completion in the form of a Certificate of Substantial
Completion.
20.2 A demonstration to the Owner of system functionality, in keeping with the Scope
of Work as outlined herein, shall be scheduled within 7 days of such notification at a time
mutually acceptable to both parties.
20.2.1 During the demonstration, the Owner shall prepare a punch list of
deficiencies; if any deficiencies are noted during the demonstration, these shall
be noted on the Certificate of Substantial Completion.
20.2.2 Contractor and the Owner shall agree upon and identify any deficiencies
that would prevent the Owner from having beneficial use of the System(s) and
Equipment.
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20.2.3 The Contractor shall promptly correct any deficiencies deemed as
preventing beneficial use, at which point the Owner shall sign the Certificate of
Substantial Completion. This shall be deemed as Substantial Completion.
20.3 In no event shall the Owner use or operate the System(s) or Equipment until
Contractor achieves Substantial Completion.
20.4 Should the Owner use or operate the system prior to the Contractor achieving
substantial completion, the Owner will automatically deem the project substantially
complete, coincidentally triggering and accepting any payment conditions that may be
associated with this milestone, with any outstanding deficiency resolution by the contract
now deemed a part of final acceptance and signoff.
20.5 Promptly following Contractor’s provision to the Owner of a Certificate of
Substantial Completion, the Contractor shall remedy any remaining deficiencies noted at
the time of Substantial Completion, and the Owner shall execute a mutually acceptable
Final Acceptance and Project Completion Agreement indicating that all facets of the
Services have been completed by Contractor in accordance with the terms and
conditions of this Agreement.
21 CHANGES IN THE SCOPE OF WORK
21.1 Costs resulting from material changes in the Scope of Work of this project by the
Owner, additional requirements or restrictions placed on Contractor by the Owner, or
changes in the configuration of the Equipment described herein, will be added to, or
subtracted from, the contract value depending upon the changes required.
21.2 When Contractor becomes aware of the nature and impact of the change, a
Contract Change Order will be submitted for review and approval by the Owner, prior to
continuing work. Contract Change Order cost calculations will be commensurate with the
materials and labor rates provided within the base contract.
21.3 Such changes shall be billed at 100% of the approved value upon completion of
the change, and shall not be subject to the progressive payment schedule as outlined
within Section 13 of this document.
22 RETURN POLICY & RESTOCKING CHARGES
22.1 Under no circumstances shall the Equipment be returned by the Owner without
Contractor’s Return Merchandise Authorization (RMA) number.
22.2 The following conditions apply to systems included in this Agreement:
22.2.1 No custom equipment returns will be allowed.
22.2.2 Return of equipment damaged by the Owner, or any of their
representatives will not be accepted.
22.2.3 Equipment returned for any reason, other than warranty repair or defect,
must
(i) be in original “as-new”, undamaged and untarnished condition
(ii) include, at the time of return, all supplied accessories in original “as-new”,
undamaged and untarnished condition, and
(iii) include, at the time of return, all original packaging, manuals and
documentation for any returns to be accepted.
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(iv) It shall be the Owner’s responsibility to provide storage for such
packaging should they wish to retain such subsequent to equipment delivery.
22.3 Returns of software products sold and delivered will not be accepted.
22.4 Restocking charges for equipment subject to return shall be invoiced to the
Owner as follows:
22.4.1 Costs of any restocking fees to be charged by the Equipment vendor to
Contractor to re-stock the items in question.
22.4.2 All related miscellaneous costs related to the return of such goods,
including, but not limited to, transportation, brokerage, etc.
22.4.3 Labor charges associated with removal, project administration, project
management, system re-engineering, system re-programming, system re-
drafting, handling of goods, etc.
23 ASSIGNMENT
23.1 Neither party may assign or transfer to any person or entity its rights or
obligations under this agreement without the prior written consent of the other party,
which consent shall not be unreasonably withheld.
23.2 Any prohibited assignment of this Agreement or the obligations hereunder shall
be null, void, and of no effect.
23.3 Upon permitted assignment hereunder, the terms and conditions of this
Agreement shall become the direct and primary obligations of the assignee or successor
in interest.
23.4 Subject to the foregoing, all of the terms, conditions, and provisions of this
Agreement shall be binding upon and shall inure to the benefit of each party’s permitted
successors and assignees.
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24 NOTICES
A notice, document, or other communication required hereunder shall be deemed to have been
properly given or delivered if same is delivered by hand, sent via fax or email and confirmed by
certified mail, or sent by certified or registered mail to the following address:
OWNER CONTRACTOR
To: To: Artistic Resources Corporation
Address: Address: 429 S. Victory Blvd
Burbank, CA 91502
Attention: Attention: Michael Little
Fax #: Fax #: 323.965.5209
E-mail: E-mail: arcorp@artisticresources.com
25 PUBLICITY
25.1 The Owner agrees that the Contractor may publicize and advertise its
relationship with and work for the Owner to promote the Contractor’s business.
25.2 The Owner agrees the Contractor upon request and at an agreed and scheduled
time may photograph its work related to this project at the Owner’s location(s). The
Owner shall release all rights of reproduction of such photos to the Contractor; however,
upon request the Owner shall be afforded any rights to reproduction or use of such
photos for the Owner’s purposes without cost.
26 NON-SOLICITATION
26.1 The Owner agrees that it will not, without the prior written consent of the
Contractor, during the term of this agreement or for a period of one (1) year after any
direct contact with the employee;
26.1.1 induce, entice, hire, or attempt to hire or employ any employee of the Contractor.
26.1.2 contact and/or solicit any other Person that has an exclusive business
relationship with the Contractor in the Contractor’s Business and which provides
products and services to the Contractor.
27 ACCESS TO SITE – HOURS OF ACCESS
27.1 So as to ensure proper and timely performance of its duties, Contractor shall
have access to the project site during all normal business hours, and otherwise upon the
reasonable consent of the Owner.
27.2 Contractor shall not be liable for any delay or failure relative to the provision of its
duties caused by the failure of Owner or site status to provide such access.
27.3 The Owner agrees that Contractor shall not be liable for any additional costs
related to site access outside of these hours as a result of any delay per Sections 16 or
18 of this agreement.
27.3.1 Any requirement for the need to work overtime shall be presented by the
Contractor to the Owner in writing for approval prior to being undertaken; the
Owner agrees to approve such charges or grant an extension to the completion
schedule within one (1) business day.
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27.3.2 If the site is not available during the scheduled time, the Contractor may
charge the Owner the greater of its minimum callout/trip charge or, if asked to
wait on-site, the Contractor’s hourly rates to stand by until the site is made
available, plus travel time and mileage allowances if instructed to return at
another time.
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IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed
this Agreement as of the date first indicated above.
SIGNED AND DELIVERED
Artistic Resources Corporation
Contractor’s Company Name:
By: ___________________________________________
Print Name: ____________________________________
Title: _________________________________________
Print Name: ____________________________________
______________________________________________
Owner’s Company Name:
By: ___________________________________________
Print Name: ____________________________________
Title: _________________________________________
Print Name: ____________________________________