AGREEMENT FOR PROFESSIONAL SERVICES

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DESERT COMMUNITY COLLEGE DISTRICT

This agreement is made and entered into this 30th day of June, 2011, between the DESERT COMMUNITY COLLEGE DISTRICT, Riverside County, California, hereinafter referred to as the "District" and The Sextant GI'OUp Inc, hereinafter referred to as the "Consultant."

Consultant agrees to provide the DISTRICT the services enumerated in Section 7 of this Agreement under the following terms and conditions:

I. Services shall begin on the 30th day of June, 2011 and shall end on the 30th day of June, 2013 for the IT/AV/Security system design and construction administration services in relation to the Visual Arts Buildiug project specified in Section 7.

2. Consultant understands and agrees that he and/or all of his employees are Independent Consultants and are not entitled to benefits of any kind or nature normally provided employees of the DISTRICT and/or to which DISTRICT employees are normally entitled, including, but not limited to, State Unemployment Compensation or Workers' Compensation. Consultant shall assume full responsibility for payment of all federal, state and local taxes or contributions including Unemployment Insurance, Social Security and Income Taxes with respect to Consultant's employees.

3. Consultant shall furnish, at his own expense, all labor, materials, equipment and other items necessary to carry out the terms of this Agreement.

4. In the performance of the work herein contemplated, Consultant is an independent contractor, with the authority to control and direct the performance of the details of the work, DISTRICT being interested only in the results obtained.

5. Consultant agrees to defend, indemnify and hold harmless the DISTRICT, its Board of Trustees, employees and agents fi'om any and all liability or loss arising in any way out of Consultant's negligence in the performance of this Agreement, including, but not limited to any claim due to injury and/or damage sllstained by Consultant, and/or the Consultants employees or agents. DISTRICT agrees to defend, indemnify and hold harmless the Consultant, its employees and agents fi'om any and all liability or loss arising in any way out of the negligence of the DISTRICT, its employees or agents, including, but not limited to any claim due to injury and/or damage sustained by DISTRICT, amVor DISTRICT'S employees or agents.

6. Consultant shall provide DISTRICT with a Certificate of Insurance showing a mllllmum $1,000,000.00 combined single limits of general liability and automobile coverage as required by the State of California.

7. Services to be rendered to the DISTRICT by the Consultant are as follows:

• Completing the ITIAV/Security system design and construction administration services as per proposal dated May 13,20 II (See attached Exhibit "A").

• Cost of Services is not to exceed: $81,300.00 • Reimbursable expenses is not to exceed: $8,000.00 • Total cost of this agreement $89,300.00

8. Neither party shall assign or delegate any part of this Agreement without the written consent of the other party.

The Sextant Group Inc.

Agreement Dated: June 30,2011 $89,300.00

41-250-0283-0-1011-0001-6222 Visual Arts Building

E1S Project "210021

1

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DESERT COMMUNITY COLLEGE DISTRICT 9. The work completed herein must meet the approval of the DISTRICT and shall be subject to the

DISTRICT'S general right of inspection and supervision to secure the satisfactory completion thereof. Consultant agrees to comply with all Federal, State, Municipal and District laws, rules

and regulations that are now, or may in the future become applicable to Consultant, Consultant's business, equipment and personnel engaged in operations covered by this Agreement or accruing out of the performance of slich operations.

10. Payments will be made by the DISTRICT to the Consultant as follows:

Invoicing shall be submitted monthly for services performed in the previous 30 day billing period. Invoices submitted shall be accompanied by a detailed time summary for the amount being submitted for payment. Where a percent complete is called out on the invoice a detail summary

for the equivalent shall also accompany the invoice. Invoices shall be paid within 30 days of

presentation and approval of the monthly invoice for these services on the Visual Arts Building project. Failure to bill in a timely manner could result in rejection of your invoice at the District's discretion.

Reimbursements directly related to the project; outside printing; reproduction and reprographics

directly related to deliverables, including reimbursement for shipping, overnight mail, postage and

mileage for business travel (excluding travel fi'om residence to the Site or Consultant's home or branch offices or between Consultant's home office and branch office's) at a rate established by the Internal Revenue Service. Any single item which exceeds $500.00 in value must be approved in writing, in advance by the District. Failure to obtain such approval shall result in the cost of

such an item being borne by the Consultant, without reimbursement by the District. Approved

reimbursements are paid by the District at cost when proper documentation accompanies the invoice.

II. This agreement may be terminated by either party notifying the other, in writing, no less than thU1y (30) days prior to the date of termination.

DESERT COMMUNITY COLLEGE DlSTRlCT

Wade W. Ellis, CPA Director of Fiscal Services

Date of Board Approval/Ratification

The Sextant Group Inc.

Agreement Dated: June 30, 2011 $89,300.00

41-250-0283-0-1011-0001-6222 Visual Arts Building

EIS Project #210021

Date

CONSULTANT

Authorized Agent Michael Shafer, Prulcipal

Employer ID Number Corporate Seal (If Applicable) Date 2 Template Revised 3/29/11

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May 13, 2011 Gregg Capper Project Manager EISPro

43-500 Monterey Avenue Palm Desert, CA. 92260

EXHIBIT A

MM

SR

Re: s110063 Proposal for Technology Consulting Services College of the Desert, Visual Arts Building

Dear Gregg,

The Sextant Group is pleased to submit this proposal for technology consultation services for design for the College of the Desert, Visual Arts Building Project.

The Sextant Group, Inc. proposes to provide the following services for the project: • Audiovisual Design

• Structured Cabling Design

• Network and VolP Telephony Design • Security and Access Control Design

Addilionally, il is our understanding that the following spaces that are included in our audiovisual scope of work:

• One (1) Multi Purpose Classroom • One (1) 20 Drawing Lab

• One (1) 20 Painting Lab • One (1) Printmaking Lab • One (1) Photography Lab

• One (1) 3D Design/Sculpture Lab • One (1) Exterior Presentation Area

The classroom and labs listed above will all be designed as eilher single projection spaces as described in the Typical Classroom section of College of the Desert Technology Standards Draft, Version Three. Creating individual designs for classroom and labs that vary from this standard may require additional fee. The Exlerior Presentation Area is a unique space. Our services as proposed are comprehensive and include initial planning and

programming, infrastructure drawings and coordinalion, complete system design and specification, and construction administralion services through punch listing.

Scope of Work Audiovisual Programming

1. Submit a preliminary Technology Program that describes funclional capabilities of the systems in spaces listed above. Included will be an Opinion of Probable Cost (OPC). The costs expressed in the OPC are comprised of estimates for equipment and labor

SANTA BARBARA ATLANTA NEW YORK OMAHA PHOENIX PITTSBURGH WASHINGTON DC

necessary to achieve the functionality described in the Technology Program. The THE SEXTANT GROUP INC.

document does not identify specific manufacturers, makes or model numbers. The AV + IT + SECURITY

Technology Program and OPC are meant to be used as a decision-making tool for ACOUSTICS + LIGHTING

planning and budgeting purposes. 5266 HOLLISTER AVENUE

SUITE 233

P.\'.'ARKETING-A~t;\·eSAf(hke\2011\s110063-COTD-V,suaIArt~\s110063 Propos;! COlD Vi~Uill Arts Bu.~J n~ 062211/,'ST J.doc..~

SANTA BARBARA CA 93111 805.964.9375

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'May 13. 2011

College of the Deserl

Proposal for Technology Consulting Services Visual Arts Building

2. Meet with the Owner to review the Technology Program and OPC.

3. Submit a final Technology Program and OPC based on information provided at meeting. These will be used as guidelines for technology planning and design efforts.

Infrastructure Design

1. Assist in the development of sightlines, room geometries, floor plans, seating plans, projection spaces, equipment locations, adjacencies, and ceiling heights to enable optimal use of the audiovisual systems.

2. Provide estimated power, HVAC, and structural requirements of the audiovisual systems.

3. Submit to the Architect and Engineer for incorporation into the Construction Documents detailed drawings and documents illustrating systems infrastructure required to support the Technology Program. The drawing set will be comprised of floor plans, ceiling plans, front wall elevations, and riser diagrams indicating conduit destinations, sizes and other details as necessary.

4. Submit to the Architect and Engineer for incorporation into the Construction

Documents detailed drawings and documents illustrating facilities-related audiovisual components. These will provide information for items that are to be provided by the General Contractor or Electrical Contractor such as projection screens, projector lifts, and specialty floor/wall boxes.

5. All infrastructure drawings will be stamped by a California State registered Electrical Engineer.

Systems Design, Specification and Bidding

1. At the appropriate time during construction, meet with the Owner to review and confirm the Technology Program and budget.

2. Prepare and submit detailed audiovisual systems design documentation including:

• Systems drawings illustrating signal flow and equipment interconnectivity. • Detailed equipment list with all of the necessary equipment for the successful

implementation of the systems design.

• Specification detailing technical performance, installation and commissioning instructions.

Please note duplication, advertising, distribution, receipt, award and other administrative tasks related to the bid packages are provided by others. 3. Meet with the Owner to review the audiovisual systems design documentation.

4. Based on Owner feedback, revise the audiovisual systems design documentation

once.

5. Provide a list of qualified audiovisual bidders.

6. Participate in one on-site pre-bid meeting with prospective bidders.

7. Provide answers to technical questions from bidders during the designated RFI period.

8. Review bid responses for compliance to design and specification. 9. Submit bid analysis and bid award recommendation.

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ATLANTA CINCINNATI

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May 13. 2011 College of the Deserl

Proposal for Tectlllology Consulting Services Visual Arts Building

Construction Administration and Systems Contractor Administration 1. Provide answers to audiovisual related RFI submittals.

2. Review project submittals from the General Contractor and Electrical Contractor as they relate to our infrastructure design scope and responsibilities

3. Review project submittals from the Audiovisual Contractor, such as shop drawings and cut sheets, for compliance with audiovisual systems design documentation. 4. Review and inspect the General Contractor's and Electrical Contractor's

work-in-progress, on-site, as it relates to our scope and responsibilities.

5. Conduct system acceptance tests; generate punch list(s) detailing resutts. 6. Conduct punch list completion inspection.

7. Review all final documentation and submittals. 8. Submit final acceptance report.

Structured Cabling Programming

1. Submit a preliminary Technology Program and OPC.

3. Submit a final Technology Program and OPC based on information provided at meeting. These will be used as guidelines for technology planning and design. Design & Bidding

1. Provide drawings/calculations regarding building's Building Distribution Frame (BDF) and Intermediate Distribution Frame (I OF) room quantities and size based on building size, layout, and anticipated levels of connectivity.

2. Provide recommendations and criteria regarding the design of BDF and IDF rooms. Guidelines will include lighting requirements, electrical requirements, floor, wall, and ceiling finishes, and criteria regarding cooling, humidity, and security.

3. Coordinate connectivity requirements with the Owner and Design Team, including all copper, fiber, and wireless. Include network connectivity needs for specialty systems such as security and building automation.

4. Submit to the Architect detailed drawings and documents illustrating the structured cabling system design.

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Drawings are anticipated to include outlet locations and types, conduit and junction box types, floor boxes, horizontal cabling requirements per outlet type, cable tray layouts and sizes, telecommunication room layouts and details, vertical pathways and backbone cabling, and campus signal duct bank infrastructure.

The drawing set will be comprised of infrastructure floor and ceiling plans, telecommunication cabling plans, telecommunication room's enlarged plans, building riser diagrams, equipment rack elevations, faceplate and

miscellaneous details.

All infrastructure drawings will be stamped by a California State registered Electrical Engineer and an RCDD.

ATLANTA CINCINNATi

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May 13. 2011

College of tile Desert

Proposal for Technology Consulting Services

Visual Arts Building

5. Submit specifications for all items related to the structured cabling system for incorporation into the Construction Documents. Specifications are anticipated to include common materials and methods, hangers and supports, raceways, grounding and bonding, identification methods, racks and cable management, backbone cabling, horizontal cabling, outlets, installation methods, testing, and certification. 6. Participate in one on-site pre-bid meeting with prospective bidders.

7. Provide answers to technical questions from bidders during designated RFI period. 8. Review responses for compliance to design and specification.

9. Submit bid analysis and final vendor recommendation. Construction Administration and Systems Contractor Administration

1. Provide answers to structured cabling related RFI submittals.

2. Review project submittals from the General Contractor, Electrical Contractor and Structured Cabling Contractor as they relate to our infrastructure design scope and responsibilities

3. Review project submittals, such as shop drawings and cut sheets, for compliance with design documentation.

4. Review and inspect the work-in-progress of the General Contractor, Electrical Contractor and Structured Cabling Contractor, on-site, as it relates to our scope and responsibilities.

5. Conduct system acceptance tests; generate punch Iist(s) detailing results.

6. Conduct punch list completion inspection. 7. Review all final documentation and submittals. 8. Submit final acceptance report

Security, Access Control and Public Address System Design Programming

3. Submit a final Technology Program and OPC based on information provided at meeting. These will be used as guidelines for technology planning and design Design and Bidding

1. Coordinate requirements with the Owner and design team, including camera types and locations, recording systems, panel locations, electrical requirements, access door types and details, door hardware coordination, public address speaker types and locations and network and distributed connectivity requirements.

2. Submit detailed drawings and documents illustrating the physical security systems to the Architect and Engineer for incorporation into the design documents.

3. Drawings are anticipated to include equipment locations, camera mounting and

housing types, panel details, access door types, conduit and junction box types, and emergency phone locations and installation details.

4. The drawing set will be comprised of floor plans, riser diagrams, details, and site plans.

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ATLANTA CINCINNATI PHOENIX

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May 13.2011

College of the Desert

S. Submit to the Architect for incorporation into the Construction Documents

specifications for all items related to the physical security systems. All infrastructure drawings will be stamped by a California State registered Electrical Engineer. 6. Review bids for compliance to design and specification.

7. Submit bid analysis and vendor recommendation

Construction Administration and Systems Contractor Administration

1. Provide answers to security and access control related RFI submittals.

2. Review project submittals from the General Contractor, Electrical Contractor and Security and Access control Contractor as they relate to our infrastructure design scope and responsibilities

3. Review project submittals, such as shop drawings and cut sheets, for compliance with design documentation.

4. Review and inspect the work-in-progress of the General Contractor, Electrical Contractor and Security and Access Control Contractor, on-site, as it relates to our scope and responsibilities.

S. Conduct system acceptance tests; generate punch list(s) detailing results. 6. Conduct punch list completion inspection.

7. Review all final documentation and submittals. 8. Submit final acceptance report

Network Electronics and VolP Telephony Programming

3. Submit a final Technology Program and OPC based on information provided at meeting. These will be used as guidelines for technology planning and design Design and Bidding

1. Submit specifications for all items related to the network electronics and VolP technology including:

• Detailed equipment list with all of the necessary equipment for the successful implementation of the systems design.

• Specification detailing technical performance, installation and commissioning instructions.

2. Meet with Owner to review the systems design documentation.

3. Participate in one on-site pre-bid meeting with prospective bidders.

4. Provide answers to technical questions from bidders during designated RFI period. S. Review bid responses for compliance to design and specification.

6. Submit bid analysis and final vendor recommendation.

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ATLANTA

CINCINNATI

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May 13. 2011 College of the Desert

Construction Administration and Systems Contractor Administration

1. Provide answers to network electronics and VolP technology related RFI submittals.

2. Review project submittals from the Network & VolP Systems Contractor(s), General Contractor, Electrical Contractor and Structured Cabling Contractor as they relate to our infrastructure design scope and responsibilities.

3. Review project submittals, such as shop drawings and cut sheets, for compliance

with design documentation.

4. Review and inspect the work-in-progress of the Network & VolP Systems

Contractor(s), General Contractor, Electrical Contractor and Structured Cabling

Contractor, on-site, as it relates to our scope and responsibilities.

5. Conduct system acceptance tests; generate punch list(s) detailing results.

6. Conduct punch list completion inspection.

7. Review all final documentation and submittals.

8. Submit final acceptance report

Estimated Site Visits and Meetings

Generally travel for site visits and meetings are accomplished by driving to and from the

campus from either the TSG Santa Barbara or Phoenix office, conducting meetings in

campus and are completed in one day.

The following table describes the expected number of "Day Trip" visits and meetings that

require travel to College of the Desert that are included in our fee. Requested additional site

visits or meetings will provided at $320 for expenses per each day trip and $1220 for labor for

drive time.

• Costs for day trips requiring air travel will be submitted for approval prior to travel.

• Costs for overnight trips will vary based upon method of travel and number of days

spent on campus. Costs for overnight trips will be submitted for approval prior to travel.

Phase Trips Meeting Purpose

Programming 1 Review of Program

100% Design

1 Review of 100% Design Development documentation for

Development AV, Structured Cabling, Access Control, and Security

50% Review of 50% Construction Documents for AV,

Construction 1 Structured Cabling, Access Control, and Security

Documents Systems

100% Review of 100% Construction Documents for AV,

Construction 1 Structured Cabling, Access Control, and Security

Documents Systems

Systems Design 1 Review of final Audiovisual and Network Electronics

systems designs

Systems Bid .3 Pre-Bid Meetings: (1) AV, (1) Structured Cabling/Access

Control/Security, and (1) Network Electronics

Construction 3 Inspection/coordination of infrastructure installation. AV,

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ATLANTA CINCINNATI

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May 13, 2011 College of the Desert

Proposal for Technology Consulting Services Visual Arts Building

Administration Structured Cabling, Network Electronics, Access Control,

and Security inspections are all combined on each trip as appropriate,

Systems Systems inspection/coordination, acceptance testing and

Contractor 4 punch list completion confirmation: (2) AV, (2) Network

Administration Electronics, Access Control and Security

TOTAL: 15

Fees

We propose to complete the work as described in this document as follows:

, . . Struclured Physical Network &

ServIce Aud,ov,sual C bl' S ' I VolP Tolal

a ong ecun y Telephon

FEE $ 41,000,00 $21,900.00 $11,900,00 $6,500.00 $81,300.00

Estimated reimbursable expenses include, but are not limited to travel, printing and overnight delivery. Included in reimbursable expenses is a $75 per drawing fee for a California Stale registered Electrical Engineer to stamp drawings.

Reimbursable expenses are not expected to exceed $8,000 (Eight thousand), Reimbursable expenses will be invoiced at cost as accrued.

Our payment terms are Net 30 days. Projecl Duration

Our work on this project is anticipated to begin on June 30, 2011 and end on June 30, 2013.

If this is acceptable, please have an officer of the firm sign and date one copy of this letter and return it to my attention, or submit a similar contract instrument. If you wish to discuss this further, please contact me at 480,831 ,8580 x 254 or Tim Johnson at 480.831.8580 x 252. Thank you for your consideration, Gregg, We look forward to completing this project.

Sincerely, Accepted by:

THE SEXTANT GROUP, INC.

Michael Shafer Principal

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Signature

Print Name and Date

ATLANTA

CINCINNATI PHOENIX

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/THE SEXTANT GROUP

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INC.

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HOURLY

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2011

The Sextant Group reserves the rigllllo adjust rales annually in line \'lith Federal Cost of Living guidelines. All figures are listed as US dollars.

HOURLY RATE

Principal-In-Charge $185

Principal Designer $150

Project Consultant $135

Audiovisual Designer $135

Information Technologies Designer $135

Security Designer $135

Lighting Designer $135

Acoustical Designer $135

CAD Specialist $80

Administration $60

PROPRIETARY AND CONFIDENTIAL INFORMATION

NOT TO BE SHARED WlTHOUT PERMISSION OF THE SEXTANT GROUP, INC.

ATLANTA 404.371.8080 NEW YORK 516.796.1760 OMAHA 402.218.2117 PHOENIX 480.831.8580 PITTSBURGH 412.323.8580 SANTA BARBARA 805.964.9375 WASHINGTON DC 202.479.2001