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HomeMy Public PortalAboutC-20-031 - Mediastar, Inc., Audio Visual ServicesCONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and MEDIASTAR INC. AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND MEDIASTAR INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 41- day of March, 2020 by and between the CITY OF CARSON, a California municipal corporation ("City") and MEDIASTAR INC., a California corporation ("Consultant"). City and Consultant may be referred to, individually or collectively, as "Party" or "Parties." RECITALS A. City has sought the performance of the services defined and described particularly in Article l of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article l of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Carson's Municipal Code ("CMC"), City has waived the requirements of a formal bid pursuant to Section 2611(e) of Chapter 6, of Article II of the CMC and has the authority to enter into and execute this Agreement. D. City may waive formal bidding requirements if the services contemplated can be purchased from the manufacturer or service provider for a lower price. E. Consultant is the manufacturer or service provider of certain City -purchased audio/visual equipment and, given Consultant's familiarity with its own proprietary equipment and software, Consultant can provide services contemplated herein with over $4,500 in savings compared to similar services from other vendors. F. On October 31, 2019, City and Consultant entered into a certain Agreement for Contract Services whereby Consultant agreed to repair and replace the Council Chambers' audio/video system, repair and replace the studio equipment and configuration, and test and verify all equipment, software, and components are in working order. G. City now requires maintenance services on that certain purchased and installed proprietary audio/visual equipment and software in addition to existing equipment. H. Due to the Coronavirus (COVID-19) pandemic and recent Statewide issued guidelines, the City is requesting interface capabilities (1) for the Council Chamber audio system so that the microphone audio can be interfaced with the City's existing Avaya telephone system, (2) for the Council Chamber audio system so that the phone call audio can be fed to the Council Chamber speakers through the existing Avaya telephone system, (3) for the Council Chamber audio system so that the video call audio can be routed to the Council Chamber speakers, and (4) so that the microphone audio can be interfaced to the personal computer running the video call to enable the Council Chambers audio to be heard directly by the caller. Such interfacing capabilities will allow members of the public to call into the City Council meetings to speak during the public comments portion of the Council meetings. 01007.00011637262.2 4- I. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the ConsuItant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses Permits Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus 01007 40011637262 2 -2- applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in 01007.00011637262, 2 -3- the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Sixty Two Thousand Nine Hundred Seventy Two Dollars ($62,972) ("Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of 01007 00011637262 2 -4- Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in 01007 00011637262 2 -5- writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: _Leslie_Clavey PEG Specialist / Secretary (Name) (Title) David Perras Senior Project Manager (Name) (Title) (Name) (Title) It is expressly -understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 01007,0001/637262.2 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of ConsuItant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Kevin Kennedy, IT Manger or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as do independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent 01007.0001/637262.2 -7- (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate Iimit shall be twice the occurrence limit. (b) Worker's Coml2ensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance Form CA 0001 Ed 1187 including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile Iiability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. 01007,0001/637262 2 -8- (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self- insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. 01007.0001/637262 2 -9- Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims 01007.00011637263.2 -1 - arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by 01007.0001/637262.2 -1 1 Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without Iiability to Consultant, and Consultant's guarantee and warranties shall not exiend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 10I, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. 01007.0001/637262.2 -12- (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the D 1007.00011637262.2 -13- part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's Iegal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of Iien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel 'specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 01007.00011637262.2 -14- 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such Iitigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 01007.00011637262 2 _15- ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NUN -DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. 01007.0001/617262.2 -16- ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 01007.0001/637262.3 -17- 9.6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "Financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effec 1 Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01007.0001/637262.2 _18- IN WITNESS WHEREOF, the parties bemto have e.Yecuied this Aereement on the date and year fi=st -above written_ G r. ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attern v IMES] 5eA_r.-.,• Q CITY: CITY Of C RSON. a ttlu '. 'pat ration l goblena, Mayor CONSUL`I'4NT: MEDIASTAR INC. By: _ kl�� Na e: -1>v el Title: T•cEs<-,z-.C-rAj� Name: Title: Atk Address:_ 7 C Z— Z� C-Pri (.1-1 Gc'3r Ci'Set Z b Ttt'a carporate officer signs;titres required when Consultant is a corporation, with one signature required from each of the follawing groups: 1} Chairman of the Board, President nr any Vice President; and �} Seecrehiry, any Assistant Secreinry, Chief Fipnn. ial Officer or uny Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION. OR [ETHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007Od311633763 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST: Donesia Gause-Aldana, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [MES] CITY: CITY OF CARSON, a municipal corporation Albert Robles, Mayor CONSULTANT: MEDIASTAR INC. By: Nade: e �� Title: �� Esr Qty r By: Name: �.sl i CLc3; Title: Address: -7 VvArs � Aik'- -dr-2--zA Lt+l Ler C4/pr� Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007.0001/633763.2 •19- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF BUTTE ,oO07,nA9 Ale iC On d3 4� 2020 before me, & At Oe"F7E2E2 personally appeared 4E5YCE �JCAvErl, proved to me on the basis of satisfactory evidence to be the person(s) whose names(Wfi re subscribed to the within instrument and acknowledged to me that he they executed the same in his; Their authorized capacity(63), and that by his/ a&heir signature(s�'on the instrument the person4a�, or the entity upon behalf of which the person) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal K M OLMETI`LEL J COMM. # 2278654 ; '• NOTARY PUBLIC - CALIFORNIA Signature: /_ BUTTE COUNTY 0 COMM. EXPIRES FEB. 24 2112 1 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007 0001 633763 2 DESCRIPTION OF ATTACHED DOCUMENT f3�RC��Y�i�7 C/Ty 4F TITLE OR TYPE OF DOCUMENT 3-8 NUMBER OF PAGES DATE OF DOCUMENT ,b.g 0/'�5 'Oc eIp- /7 S SIGNER(S) OTHER THAN NAMED ABOVE INDIVIDUAL [� CORPORATE OFFICER Sle-C,,e&- 74A TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007 0001 633763 2 DESCRIPTION OF ATTACHED DOCUMENT f3�RC��Y�i�7 C/Ty 4F TITLE OR TYPE OF DOCUMENT 3-8 NUMBER OF PAGES DATE OF DOCUMENT ,b.g 0/'�5 'Oc eIp- /7 S SIGNER(S) OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF BUTTE /-V rhLL % p48L &- On 2030 before me, K N OUWe761 F2. , personally appeared 2WvID AWRA,9C , proved tome on the basis of satisfactory evidence to be the perso*) whose name* re subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by 'her/their signatureKon the instrument the person(s., or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 1 K M OLMiETELEL WITNESS my hand and official seal. IJ@t� COMM. # 227865477 3 0NOTARY PUBLIC - CALIFORNIA 0 Signature: BUTTE COUNn C MM. EXPIRES F11 24 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL ff CORPORATE OFFICER 41007.00011633763.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT 3V-3 NUMBER OF PAGES 1'7':�/'Cdel; ev f .20-20 DATE OF DOCUMENT L /� C-69y-�` 11 SIGNER(S) OTHER THAN NAMED ABOVE TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IFS)) 41007.00011633763.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT 3V-3 NUMBER OF PAGES 1'7':�/'Cdel; ev f .20-20 DATE OF DOCUMENT L /� C-69y-�` 11 SIGNER(S) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Regular AV Studio Services. Consultant will be available 24 hours a day and 7 days a week (including, but not limited to, days designated as City Council meetings) to perform the following Services: A. Onsite service labor for trouble -shooting and repairs to covered equipment (i.e., all equipment Iisted in Exhibit "A-1." Covered Equipment List, which list may be amended by the City from time to time), including, but not limited to, onsite service labor for: 1. system architecture; 2. equipment failure; 3. signal flow; and 4. control and audio software programming testing and debugging of existing code, which have been provided by Consultant. B. Repairs to all covered equipment (consumable parts such as CRT's, plasma, LCD panels and DLP color wheels are not covered under this Agreement; replacement lamps are expressly covered under this Agreement). Covered equipment is listed in Exhibit "A-1," Covered Equipment List (which list may be amended by the City from time to time). C. Express freight service to and from the site. D. Preventative Maintenance Visits: 1. Two (2) preventative maintenance visits will be provided, annually during the term of the Agreement. 2. The timing of the two preventative maintenance visits with respect to each other shall be scheduled so as to provide maximum serviceability and maintenance to the City. 3. Each preventative maintenance visit shall include, but not be limited to, the following services: a. Analyze the state of the system, repair as much as possible on site, remove for service any item needing factory repair as determined by an Consultant technician (subject to agreement with City) and present a status report. b. Realign the video projection systems for optimum visual performance (if applicable). c. Determine whether there are any operational problems, which have 01007.0001/637262.2 A-1 resulted from system malfunction or operator misunderstanding. d. Complete a general cleaning and overall system health check of the equipment as appropriate. 4. The scheduling of each preventative maintenance visit will be as follows: a. The visit will be scheduled at least seven (7) days in advance with the City's staff member responsible for the operation of the system. b. The City's staff member responsible for the operation of the system must be available for comment and questions throughout the visit. c. The visit will take place during normal business hours, between 8:00 a.m. and 5:00 p.m., Monday through Thursday, excluding holidays. d. Any concerns about the correct functioning of the system must be directed to the designated Consultant account representative or servicer three (3) days before the visit in order to allow parts to be delivered to the site. E. Emergency Service Calls: 1. For technical support, Consultant's Help Desk will be available 24 hours a day and 7 days a week, including holidays, by calling the office number (530) 828-8772. For issues that require remote support, Consultant shall provide a remote support technician(s) within 24 -hours (Monday through Thursday (excluding holidays)) after receiving notice of the reported issue. 2. The amount of technical phone support available to the City is unlimited. 3. If the City's system ceases to function in any material way, the procedure for facilitating emergency service will be as follows: a. The responsible City staff member will place an emergency service call to the Consultant Help Desk. b. The responsible City staff member will be able to engage in telephone troubleshooting with the Consultant Support Specialist within 24 hours of placing the emergency service call and requesting assistance. If they are able to resolve the problem, the service requirement ceases then and there. c. In the event that telephone troubleshooting does not resolve the problem, the service center will arrange for a site visit within 48 hours of the telephone troubleshooting assistance, Monday through Thursday (excluding holidays), to provide necessary on-site service. d. Consultant's local employees and/or agents will provide a report of 01007.00011637262.2 A-2 every incident to the City. Full records will be kept at the Consultant's Chico, CA service center. 4. If defective equipment must be repaired or replaced, the following guidelines will apply: a. In the event of equipment failure (including any and all equipment identified in Exhibit "A-1," Covered Equipment List, which list may be amended by the City from time to time), the item will be removed and repaired or replaced, as determined to be appropriate by the service technician. If the equipment is to be repaired, Consultant reserves the right to decide, on a case-by-case basis, whether to repair the item of equipment in its own shop or to return it to the manufacturer. b. if equipment is removed for repair, Consultant will endeavor to minimize the impact of the removal of that item on system operation while the item is in the shop for repair. However, it is not possible to guarantee any particular level of system operation under these circumstances. c. After a defective item is repaired, the service technician will replace the item in the system and perform a system test to ensure correct operation. d. A complete database of equipment and serial numbers will be assembled and kept in the Consultant Service Software Tracking System. F. Field Service Report. Subsequent to the each performance of the Services pursuant to this Section 1, Consultant shall promptly provide to City a completed field service report, in a form substantial similar to the sample report provided herein as Exhibit A- 2 (the "Field Service Report"). II. Council Chamber AV Onerator(s). Consultant shall provide two (2) personnel or authorized employees to be on-site in council chambers at City Hall on each designated City Council meeting date. ConsuItant's personnel or authorized employees shall assist the City's Information Technologies department, at the direction of the Information Technologies Manager, to manage, conduct and operate the audio/visual equipment during the designated City Council meetings. For example purposes only, the following is a non-exclusive list of examples of what type of services will be requested: A. Operate and control the timers; B. Operate and control the voting systems; C. Operate and control the speaking queues; D. Monitor and adjust audio, video, recording capabilities; 01W7,000116P262 2 A-3 E. Adjust microphones, including but not Iimited to wireless microphones; F. Operate and control AV systems/screens; G. Construct, modify, and operate AV Visio templates created for voting screens; H. Display city staff, consultant, or community presentations; I. Operate and control the broadcast of City Council meetings; and J. Monitor and correct issues with City's internet systems. III. Ad Hoc Prolects. Consultant will perform specified ad hoc projects not covered by Section I or Section II above, as requested in writing by the Contract Officer, on an on-call basis, A. Consultant will provide support services for any audio/visual ad-hoc projects not covered expressly by the troubleshooting and repair services in Section I or Section II of this Exhibit "A". The ad-hoc services shall be related to configuring the equipment and software. For example purposes only, previous requests for such ad hoc projects performed in the past are listed below to provide a non- exclusive list of examples of what type of services are covered: I. Adjusting audio capabilities of microphones; 2. Programing system to have ability to display presentation on all Councilmember monitors; 3. Displaying "request to speak" on all Councilmember monitors and not just on the presiding officer's control panel display; 4. Providing ability to change speaker time from three minutes to either five minutes or ten minutes; S. Providing ability to change individual microphone volume without affecting all of the microphones. B. Consultant must perform all on-call ad hoc projects in compliance with the following requirements: 1. Each task shall be indicated by a written request produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement. 2. Consultant must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task ("Task Budget"), using the itemized fees in Exhibit C, Schedule of Compensation, whenever a requested task is provided for in Exhibit C; explain how the cost was determined; and, a schedule for completion of the task ("Task Completion Date"); which shall all collectively be referred to as the "Task Proposal". 3. Contract Officer shall in writing approve, modify or reject the Task Proposal. The Contract Officer shall provide a valid purchase order referencing the submitted Task Proposal and reflecting the line item detail of the Task Proposal 01007.0001/637262.2 A-4 provided by the Consultant, to confirm authorization of price to complete and scope of work. 4. The task shall be performed at a cost not to exceeding the Task Budget. 5. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date. C. No ad hoc projects as provided for in this Section III shall be performed until the Contract Officer has agreed in writing to the fees and/or rates to be charged by Consultant for the performance of a requested ad hoc projects. Such ad hoc projects to be provided, at the request in writing of the Contract Officer pursuant to requirement by the City Council, are to be paid for through City of Carson PEG Account No. 247-50-520-101-8003 through invoices submitted pursuant to Section IV of Exhibit "C," Schedule of Compensation. Prior to the Contract Officer agreeing in writing to the fees and/or rates to be charged by Consultant for the performance of a requested ad hoc projects, the Contract Officer shall confirm that adequate funds remain allocated in City PEG Account No. 247-50-520-101- 8003 to cover the entire anticipated cost to the City. IV. Consultant will install signal management hardware, cable runs and added DSP equipment that will provide interface capabilities (1) for the Council Chamber audio system so that the microphone audio can be interfaced with the City's existing Avaya telephone system, (2) for the Council Chamber audio system so that the phone call audio can be fed to the Council Chamber speakers through the existing Avaya telephone system, (3) for the Council Chamber audio system so that the video call audio can be routed to the Council Chamber speakers, and (4) so that the microphone audio can be interfaced to the personal computer running the video call to enable the Council Chambers audio to be heard directly by the caller. Such interfacing capabilities will allow members of the public to call into the City Council meetings to speak during the public comments portion of the Council meetings. Consultant will also add washable microphone covers. The foregoing shall be provided as follows: Materials. 1. Bi -Amp DSP 2. Bi -Amp interface (quantity 4) 3. Avaya B 179 PA input (700501537) 4. Multiple audio cable runs from rack to desktop 5. Extend existing "old studio" phone cable to new studio for B179 phone 6. Washable microphone covers (25) 7. Disposable microphone covers V. Consultant will perform all Services (whether pursuant to Section I, Section II, Section III or Section IV above) for the City pursuant to the following conditions, requirements and/or warranties: 01007.0001/637262.2 A- A. This Agreement covers all of the equipment identified in Exhibit "A -l." Covered Equipment List, which list may be amended by the City from time to time. B. Consultant, not a subcontractor, or Consultant's authorized employees listed in Section VI. of this Exhibit "A" will perform all service labor covered by this Agreement. C. The Consultant Service Group can be reached anytime by calling the office number (530) 828-8772. D. The Consultant Service Group is also available by email at DaveP2006@Mediastar- SG.com. E. A Return Material Authorization ("RMA") number for repair can be requested through calling the office number (530) 828-8772 or through the RMA request form provided by Consultant. E. Consumables, including lamps, are not covered under this proposal. To procure any such items, the City shall submit a request to Consultant. Consultant will promptly provide a quote for approval, as per Section 1.8 of this Agreement or by purchase order. G. Consultant has provided all system control, and audio DSP programming for the existing audio visual system supported for the City Council chamber located at 701 East Carson St., Carson, CA. Consultant supports the system hardware, system architecture, and programming as currently installed and integrated. Any future changes or upgrades to hardware, system architecture, and/or programming functionality shall be supplied on a time and materials basis. Work shall be estimated in advance of execution and will require a purchase order to execute. H. The City mast provide lifts and ladders needed to safely access all covered equipment. I. All equipment must be in working condition at the time this Agreement is executed. If any equipment is not in working condition at the time the proposal is executed, any and all expenses and costs incurred to repair such faulty equipment (not in working condition at the time the proposal is executed) will be the responsibility of City. Equipment that is end of life or deemed unrepairable by the manufacturer can be replaced or upgraded on a time and materials basis. K. Expert technicians are assigned to City's location for all of the City's Audio - Visual support needs. Expert technicians shall be reached by calling Consultant's Help Desk. VI. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports: 01007.00011637262 2 A-0 A. Preventative Maintenance Visit Report. Subsequent to a preventative maintenance visit (as described in more detail in Section I(D) of this Exhibit "A," Scope of Services), Consultant will timely provide a report similar in substance to the sample Field Service Report provided as Exhibit A-2. B. Emergency Service Call Report. Subsequent to an emergency service call (as described in more detail in Section I(E) of this Exhibit "A." Scope of Services), Consultant's local employees and/or agents will timely provide a report similar in substance to the sample Field Service Report provided as Exhibit A-2. C. Ad Hoc Project Documentation. Subsequent to provision of an ad hoc project (as described in Section III of this Exhibit "A," Scope of Services), Consultant will timely provide as -built documents with information on new technologies provided, and system drawings to reflect new additions only in the audio visual system. If any further issues present themselves during the execution of the scope of work, those issues shall be reported in writing to the Contract Officer with recommendations of additional scope of work to address those issues. The Contract Officer can provide a written request for another ad hoc project to address additional scope of work if the additional scope recommendation is desired. VII. All work performed is subject to review and acceptance by the City, and must be reasonably revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. VIII. Consultant will utilize the following personnel to accomplish the Services: A. Leslie Clavey, PEG Specialist / Secretary B. David Perras, Senior Project Manager C. Ernesto Flores, Broadcast Engineer 01007.00011637262 2 A-7 EXHIBIT "A-1" COVERED EQUIPMENT LIST Exhibit A -I CONTROL ROOM IDX ID MANUFACTURER MODEL DESCRIMON I ALSOI-01 LISTEN LT -804-072-01 Assisted Listening Receiver 2 AMPOI-01 CROWN CTs -600 70V'PowerAmplifier 3 AMP02-01 TOA A-912MK2 7OV'PowerAmplifier 4 AMP03-01 TOA P-912MK2 70V'PowerAmplifier 5 1 AMP04-01 EXTRON XPA2D01 70V'PowerAmplifier 6 AMP05-01 RDL RU-MLD4T Audio Distribution Amplifier 7 ANTOI-01 SHURE UAS44-SWB Antenna Distribution System S CLX02-01 DSAN PRO -2000 Speaker Timer Controller 9 CNV01-01 EXTRON DSC HD -3G A HDMI to SDI Scaler 10 CNV02-01 EXTRON USP 405 Ana'og Video Signal Scaler 11 CIAV03-01 MAXCOM MAX 3257 T Broadcast Transmitter 12 CNV04-01 GE B746AVR Fiber Extender Receiver 13 CHVO541 EXTRON -N1502 &gna' Converter 14 CNV06-01 ATLONA AT-HD420 Signa: Converter IS CPU01-01 HP MI52021 PC For Camera Switching Interface 16 CPU02-01 DELL PRECIS;ON T3610 PC For Presentation System ;nterface 18 CTLOI-Dl CRESTRON CP3N Control Processor 19 CTL02-01 CRESTRON PRO2 Control Processor 20 CTL03-01 CRESTRON TPS -GA -TPI Control System Interface 21 CTLD4-01 CRESTRON TPS -TP, Control System Interface 22 DSP01-01 BIAMP AUDIA FLEX Audio Digital Signal Processor 23 DSPO1-02 SIAM? AUDIA FLEX Audio Digital Signal Processor 24 DVDDI-01 SONY SLV-DS60P DVO/VHS combo Player 25 EXT02-02 CRESTRON DM -Tx -241-C DM Extender Transmmer 26 FPB01-01 CORNING FIBER PATCH Patch Panel 27 FPB02-01 ADC FIBER PATCH Patch Panel 28 GEN01-01 BLACKMAGIC CONVMSYNC Sync Generator 29 1 GEN02-01 SIGMA TSG -490 Test Signal Generator 30 HDPOI-01 AJA KIPRO PortabTe HD Recording Player 31 MICO2-01 SHURE SLX4 Wireless Mic Receiver 32 MICO2-02 SHURE SLX4 Wireless Mic Receiver 33 MICO2-03 SHURE SLX4 Wireless Mic Receiver 34 MICO2-04 SHURE SLX4 Wireless Mic Receiver 35 M0NO1-01 JVC DTR17L4D Broadcast Rackmount Monrtor 36 M0N01-02 JVC OTR17L4D Broadcast Rackmount Monitor 37 M0NO2-01 ELO 2201L 32-TouchMonitor 38 M0NO3-01 HP ELME E201 24" LCD Monitor 39 NETOL-01 TRENDNET TPE-T160 POE Network Switch 40 NET01-02 TRENDNET TPE-T160 POE Network Switch 42 NET03-01 DSAN PSL-PB6 For Timer Communications 43 PWROI-01 MAP PD -915R Rackmount Power Supply 44 PWROI-02 MAP PD -9158 Rackmount Power Supply 45 PWR01-03 MAP PD -915R Rackmount Power 5uppty+ 46 PWR01-04 MAP PD -9158 Rackmount Power Supply 47 PWR02-01 MAP PDS -6208 Rackmount Power SuppN 48 PWR03-02 CRESTRON CNPWS-75 Cresnet Pow e r Supply 7 SW Exhibit A -I 50 SDP02-01 KAON KTF-S660HDCO Steaming Media Player 51 CISCO SG300-28 Gigabit Switch 53 SP904-01 WOHLER AMP1A Audio Monitor Speaker 54 UPSO1-01 APC SMART UPS 2200 Uninterrupt bie Power SuppFo 55 VSW01-01 SLACKMAGIC ATEM 2 WE Broadcast Swhcher 56 VSW02-01 CRESTRON DM 16X16 Digital Media Matrix Swncher 57 VSW03-01 EXTRON SMX SERIES SW ITCHER Multiplane Matriy Swndier Frame 71 SHURE SLXL Bodypack Transmitter 72 SHURE SLXI Bodypack Transmitter 73 SHURE SLXi Bodv ack Transmitter 74 SHURE SLXI Sodypack Transmitter 75 SHURE SM58 WL Handhe.'d Mic forSLX4 76 SHURE SM58 WL Handheld Mic forSLX4 77 SHURE SM58 WL Handheld Mic forSLX4 78 SHURE SM58 WL Handhe!d Mir for SLX4 79 CRESTRON DMC-C SG+Input Card for DM 16X16 80 CRESTRON Ohic-C 8G+ Input Card for DM 16X16 81 CRESTRON DMC-C 8G+ Input Card for Ohl 1GX16 82 CRESTRON DMC-C SG+ Input Card for OM 16X16 83 CRESTRON DMC-C SG+ Input Card for DM 16X16 84 CRESTRON DMC-C 8G+ Input Card for DM 16X16 85 CRESTRON DMC-C 8G+ Input Card for DM 16X16 86 CRESTRON DMC-HD HDMI Input Card for DM 16X16 87 CRESTRON Dh1C-HD HDMI Input Card for OM 16X16 88 CRESTRON DMC-HD HDMI Input Card for DM 16X16 89 CRESTRON DMC-ViD-BNC Video input Card for DM 16X16 90 CRESTRON DMC-DV[ DVI/RGB ;nput Card for DM 16X16 91 CRESTRON DMC-DVI DVI/RGB nput Card for DM 16X17 92 CRESTRON DMC-DVI DVI/RGB nput Card for DM 16X18 93 CRESTRON DIAC-SDI SDI Input Card for DM 16X16 94 CRESTRON DMC-SDI SDI Fn put Card for DM 16X16 95 EXTRON SMX S8 V SX8 Com osne Matrix Plane 96 EXTRON SMX 1616 V 16X16 Composite Matrix Plane 97 EXTRON S%lX 88 A 8X8 Audio Matrix Pane 98 EXTRON SMX 1616 A 16X16 Audio Matrix Plane 99 TELVUE HYPERCASTER B1D00- IPTV Broadcast Video Server 100 TELVUE PROVUE HD DIGETAL IP Decoder 101 BLACKMAGIC M NI-SDI-TO-ANALOG Analog Mtni Converter 102 DRAKE PEG-NE24-IPC MPEG/H164 Encoder 103 EXTRON DVI DA2 Two Output DV DA 104 ELO 2201L 22' Touch Screen Monitor CHAMBERS IDX ID MANUFACTURER MODEL DESCRIPMN 1 CAM01-01 PANASONIC AWNE120KPJ HD PTZ Camera 2 CAM01-02 PANASONIC AWHE12OKFIJ HD PTZ Camera 3 CAM01-03 PANASONIC AWHE120KPJ HD PTZ Camera 4 CAMOI-04 PANASONIC AWHE120KPJ HD PZ Camera 5 CLKOI-01 DSAN ASL4-ND3 LED Cock DLsp ay 6 CLK01-02 DSAN ASL4-ND3 LED Cock Disp-ay Exhibit A-1 7 CLK01-03 DSAN A5L4-ND3 LED Clock Display 8 CLK03-01 DSAN PSL -20V Podium Signal Light 9 CTLOS-01 CRESTRON CNHBLOCK Cresnet Distribution Amp 10 CTLOS-02 CRESTRON CNHBLOCK Cresnet Distribution Amp 11 CTL07-01 CRESTRON CNXB4B Four Button Panel 12 CTL07-02 CRESTRON CNXB4B Four Button Panei 13 CTL07-03 CRESTRON CNX34B Four Button Panel 14 CTL07-04 CRESTRON CNXB4B Four Button Panel 15 CTL07-05 CRESTRON CNXB4B Four Button Panel 16 CTL07-06 CRESTRON CNX546 Four Button Panel 18 CTL07-08 CRESTRON CNXB4B Four Button Panel 19 CTL07-09 CRESTRON CNXB4B Four Button Panei 20 CTL07-10 CRESTRON CNX64B Four Button Panel 21 CTL07-11 CRESTRON CNXB4B Four Burton Panel 22 D0001-01 ELMO HV-30DOXG Digital Presenter 23 EXROL-01 CRESTRON DM -AMC -SCALER -C Scaling Extender Receiver 24 EXR02-01 CRESTRON DM -RMC -100-C DM Extender Receiver 25 EXR02-02 CRESTRON DM -RMC -100-C DM Extender Receiver 26 EXR02-03 CRESTRON DM-RMC-IDO-C DM Extender Receorer 27 EXT0I-01 CRESTRON DM -TX -C -2B -B -T DM Wall Plate Transmitter 28 EXT01-02 CRESTRON DM -TX -C -26-6-T DM Wall Plate Transmitter 29 EXT01-03 CRESTRON DM -TX -C -23 -B -T DM Wa!I Plate Transmitter 30 EXTOL -04 CRESTRON OM -TX -C -28 -BT DM Wal; Plate Transmitter 31 EXT01-05 CRESTRON DM -TX -C -28 -B -T DM Wai. Plate Transmitter 32 EXT02-01 CRESTRON DM -TX -201-C DM Extender Transmitter 33 LCD01-01 NEC V651 65" LCD Monitor 34 LCD01-01 SAMSUNG LN52A530 52' LCD TV 35 LCDOI-02 SAMSUNG LN52AS30 52' LCD TV 36 MIC01-01 SHURE MX418 18" Gooseneck Microphone 37 MICOI-02 SHURE MX418 18" Gooseneck Microphone 38 MICO1-03 SHURE MX41B 18" Gooseneck Microphone 39 MICDI-04 SHURE MX418 18" Gooseneck Micro hone 40 MICOI-05 SHURE MX418 SS" Gooseneck Microphone 42 MICO1-07 SHURE MX418 18" Gooseneck Microphone 43 MICOI-08 SHURE MX418 18" Gooseneck Microphone 44 MIC01-09 SHURE MX418 18" Gooseneck Microphone 45 MIC01-10 SHURE MX41B 18" Gooseneck Microphone 46 MIC01-11 SHURE MX418 18" Gooseneck Microphone 47 MICOI-12 SHURE MX418 18" Gooseneck Microphone 48 MIC01-13 SHURE MX418 18" Gooseneck Microphone 50 MICOI-15 SHURE MX418 18' Gooseneck Microphone 51 MICOI-16 SHURE MX418 1S" Gooseneck Microphone 54 MICOI-19 SHURE MX418 18" Gooseneck Microphone 55 MICOI-20 SHURE MX418 IS' Gooseneck Microphone 56 MIC01-21 SHURE MX418 18" Gooseneck Microphone 57 MIC01-22 SHURE MX418 18" Gooseneck Microphone 58 MON04-01 HP 1530 15" LCD Monitor 71 TSCO2-01 CRESTRON TPS 6 Touch Panel 72 VDAOI-01 EXTRON P/2 DAG PLUS VGA Distribution Amplifier 73 VDA01-02 EXTRON P/2 DA6 PLUS VGA Distribution Amplifier 74 SPK01-01 ELECTRONIC DESIGN CT -,SBH Ceiling Speaker Exhibit A-1 75 SFKOI-02 ELECTRONIC DESIGN CT-8BH Ceding Speaker 76 SPK01-03 ELECTRONIC DESIGN CT-8BH CeilmgSpeaker 77 SPK01-04 ELECTRONIC DESIGN CT-8BH Ceiling Speaker 78 SPK01-05 ELECTRONIC DESIGN CT-8BH Ceiling Speaker 79 SPK01-06 ELECTRONIC DESIGN CT -88H Ceiimg Speaker 80 SPK01-07 ELECTRONIC DESIGN CT-8BH Ceiling Speaker 81 SPK01-08 ELECTRONIC DESIGN CT -88H Ceiling Speaker 82 SPKOI-09 ELECTRON IC DESIGN CT -88H Ceiling Speaker 83 SPKOI-10 ELECTRONIC DESIGN CT -88H Ceiling Speaker 84 SPK01-11 ELECTRONIC DESIGN CT -88H Ceiling Speaker 85 SPKOI-12 ELECTRONIC DESIGN CT-8BH Ceiling Speaker 86 SPK01-13 ELECTRONIC DESIGN CT-8BH Ceiling Speaker 87 SPK01-14 ELECTRONIC DESIGN CT-8BH Ceding Speaker 88 SPKOI-15 ELECTRONIC DESIGN CT -88H Ceiling Speaker 89 SPKOI-16 ELECTRONIC DESIGN CT -88H Ceilmg Speaker 90 SPKOI-17 ELECTRONIC DESIGN CT -85H Ceiling Speaker 91 SPK01-18 ELECTRONIC DESIGN CT -89H Ceiling Speaker 92 SPKOI-19 ELECTRONIC DESIGN CT-8BH Ceiling Speaker 93 SPKOI-20 ELECTRONIC DESIGN CT -SBH Ceiling Speaker 94 SPK0I-21 ELECTRONIC DESIGN CT -88H Ceiling Speaker 95 SPK01-22 ELECTRONIC DESIGN CT -88H Ceiling Speaker 96 SPKOI-23 ELECTRONIC DESIGN CT -88H Ceiling Speaker 97 SPK01.24 ELECTRONIC DESIGN CT -88H Ceding Speaker 98 SPK01-25 ELECTRONIC DESIGN CT -88H Ceiling Speaker 99 SPK01-26 ELECTRONIC DESIGN CT -88H Ceiling Speaker 100 SPK02-1 J8L CONTROL23T 70V Wa;l Mounted Speaker 101 SPK02-2 J31. CONTROL23T 70V Waii Mounted Speaker 102 SPK02-3 JBL CONTROL23T 70V Wall Mounted Speaker 103 SPK02-4 JBL CONTROL23T 70V Wali Mounted Speaker 104 SPK02.5 JBL CONTROL23T 70V Wall Mounted Speaker 105 SPK04-01 SOUND ADVANCE CTSO BHT Ceiling Speaker 106 CTL06-01 CRESTRON TPS-IMPC Video Interface Module ELSEWHERE ID% MANUFACTURER MODEL DESCRIPTION 1 Crestron C2N-VEQ4 Volume Controller 2 Dell PowerEdge 650 Rackmount PC 3 Dell Poweredge 8710 Server 4 Extron vSC 700 1 Video Scan Converter 5 Extron Crosspoint 300 1616 RGSHV/Audio matrix swncher 6 FORA FA -220 Time Base Corrector 7 Grass Valley Unknown Cardframe 8 Hotronic AP41 Frame Synchronizer 9 1VC TNIIOSOPND? 10 inch color monitor 10 JVC TM1050PND? 10 inch color monitor 11 JVC TM1050PND? 10 inch color monitor 12 NC TM1050PND? 10 inch color monitor 13 Lectrosonics AM16/12 Automatic Matrix Mixer 14 Lectrosonics AM16/12 Automatic Matrix Mixer 15 Motorola DCT -2000 Digital Cable Tuner 16 Panasonic AW-RP605A/AW-RP61SA Camera Control Panel Exhibit A- t 4 18 Panasonic AW-PS300 Camera Power Suppiy 19 Panasonic AW-PS300 Camera Power Supply 20 Panasonic AW-PS300 Camera Power Supply 21 Panasonic AW-PS300 Camera Power Supply 22 RTS Systems 416 Audio Distribution AmpF49er 23 Shure DFR11=_Q Feedback Reducer 24 Shure DFRIIEQ Feedback Reducer 25 Shure DFR11EQ Feedback Reducer 26 Videotek Prodigy Composite Video Switcher 27 Videotek TVM-675 Waveform Vectorscope 28 Videotek VDA-16 Video Distribution Amp 29 Videotek VDA-16 Video Distribution Amp 30 Sharp LC-60LE661U(Umired Manf. Warranty) Flat Panel Dispiay 31 Sharp LC-80LE661U(Limited Manf. Warranty) Flat Panel Display 32 Sharp LC-SDiF661U(Limited Manf, Warranty) Flat Panel Display 33 Sharp LC-80LE661U(Limited Manf. Warranty) Flat Panel Display 34 Teq AWT WiPS710-ENT Wireless IP Receiver 35 Teq AVIT WiPS710-ENT Wireless IP Receiver 36 Teq ?NIT WiPS710-ENT Wireless tP Receiver 37 Teq MT WiPS718-ENT YAreless lP Receiver 38 Teq AVIT HiP15o IP TX/RX pair 39 Teq AVfT HiP150 Rx IP RX 40 Teq AVfT Hip 150 Rx IP RX Exhibit A-1 mediastar-sG. Call: 530 82MEDIA P""W- E" em G 9WAI r d-, EXHIBIT "A-2" e.. tlyd�erM Qtl+UI i�YreM Comas a bs a hr*W- !-&QWM III Ent Field Service Report SOd2*ffl9. 1036 AM o..ft 71—OW TWMN1 tmv um, %00& 11 Jeb WA M 4 tlwdrrf t 111 WIS 20 am" ach"i M }nTO& F�tlTd Taqd c.Ipe+no= %UMC IL lvn�[ls W saw" waft [lWAm ftainmf [/menlf�f�� OM1 iAY Crlrr� GMw�wM •ar 1072201/ 1Q>5117 41['CLN: [eelbzQeKL`stli4niA•st rib�f Rrtonlyd Tested Madc Nb is sl als R troubishot; Voltage out of new SM SDI to C0111POSIX was JIV PrP. LMOMO to re -install new Am production switch rae.r..& rr AL �Irc R..wrlsllar 0.1. TA r ift 71—OW TWMN1 SW T IS L 10 AM M 4 WiII G_ L 10 AM 12 PM 2 Ernesto Flores 1012212019 Exhibit A-1 5 W EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 9.8, City Warranties, is hereby added to Agreement as follows: "9.8 City Warranties. City affirmatively warrants the following site conditions: a) Equipment is accessible to Consultant service representatives for service and maintenance from the front and from the rear. b) Consultant service representatives will have access to the equipment between the hours of 8:00 am and 5:00 pm Monday — Thursday, excluding holidays. c) There are no signs, shelves, fixtures or other structures that need to be removed from the front or rear of the equipment to gain access for maintenance or service. d) The equipment is Iocated in an area where there are no environmental problems (i.e.: smoke, fog machines, chlorine, dirt, sheet rock dust or other types of substances that would have detrimental effects to the electronics and/or the optical equipment)." II. Section 9.9, City Responsibilities, is hereby added to Agreement as follows: "99 City_ Responsibilities. a) City will cooperate with Consultant to perform the Services, including without limitation with respect to preparing the site for the performance of the Services and supplying all necessary information, which shall be accurate, complete and timely. City shall ensure that it has the right to provide all such information and data to Consultant for purposes of performance of the Services, within the context of the protection of privacy rights and as limited by California law. b) City will respond promptly to any request from Consultant to provide direction, information, approvals, authorizations or decisions that are necessary for Consultant to perform Services or deliver the Products." III. Section 2.4, Invoices, is hereby amended by adding the following paragraphs at the end of the section: "Ad Hoc Projects. Pursuant to performance of any ad hoc projects as described more fully in Section III of Exhibit A, Scope of Services, the Consultant shall furnish an original invoice reflecting the proposed price details as described in Section III of Exhibit "A", Scope of Services, and reflected on the valid City issued purchase order authorizing the acceptance of price to complete, and scope of work for requested ad hoc projects. 01007.00011637262 .2 B-1 Regular Services. Each month Consultant shall furnish to City an invoice consisting of the monthly flat fee for services performed in the preceding month pursuant to Section I and Section II of Exhibit "A," Scope of Services. When Services are performed pursuant to payment of the flat fee as described more fully in Section I and Section II of Exhibit "A," Scope of Services, a Field Service Report shall be promptly furnished to City in a form similar in substance to the sample invoice provided as Exhibit A-2. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement." IV. Section 3.4, Term, is hereby amended by as follows (new text is identified in bold & italics, deleted text in st ike-th Fough): "3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2020eampletien Af the seBiees but net a , except as otherwise provided in the Schedule of Performance (Exhibit "D")." V. Section 6.1, Records, is hereby amended as follows (new text is identified in bold & italics, deleted text in sir-ilfe4hr-ought): "6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. Upon Consultant's receipt of 48-hour advance written notice, The lire Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by Iaw including but not limited to the California Public Records Act." 01007,00011637262.2 B-1) EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform all Services described in Section I and Section II of Exhibit "A," Scope of Services, for an aggregate total of $10,200. The fee shall be paid monthly in equal payments of $3,400, pursuant to a valid invoice. With respect to Services described in Section I of Exhibit "A", Consultant's billing rates are as follows: $1,000 monthly total maintenance fee. With respect to Services described in Section II of Exhibit "A", Consultant's billing rates are as follows: $1,200 per City Council meeting for two (2) of Consultant's personnel or authorized employees. II. The City will compensate Consultant for the Services performed pursuant to Section I and Section II of Exhibit "A," Scope of Services, upon submission of a valid invoice for the preceding calendar month's service fee of $3,400. Each invoice shall be submitted monthly and is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. III. With respect to on-call ad hoc projects pursuant to Section III of Exhibit "A,"' Scope of Services, Consultant shall establish a Task Budget for each Task identifying the subtasks, based on the time and rates of the personnel performing the subtasks, and itemizing all materials and equipment utilized and the costs thereof. If payrpent is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal. Total compensation for services performed pursuant to Section III of Exhibit "A," Scope of Services, shall not exceed $42,800. IV. With respect to on-call ad hoc projects pursuant to Section III of Exhibit "A," Scope of Services, the City will compensate Consultant for the services performed upon submission of a valid invoice. Each invoice for services performed as described in Section III of Exhibit "A," Scope of Services_ is to include items referenced in Section III, A — D, of this Exhibit "C". V. With respect to the interfacing services pursuant to Section IV of Exhibit "A," Scope of Services, the City will compensate Consultant for the services performed in an amount not to exceed $9,972, in accordance with Exhibit "C-1." VI. The total compensation for the Services (inclusive of Section I, Section II, Section III, and Section IV of Exhibit "A," Scope of Services) shall not exceed $62,972, as provided in Section 2.1 of this Agreement. 010d7.000U637262 2 C-1 VII. With respect to on-call ad hoc projects pursuant to Section III of Exhibit "A," Scope of Services, Consultant's billing rates for Services performed are attached as Exhibit "C-1." 01007.0001/637252.3 C-2 EXHIBIT 66C-1" CONSULTANT'S BILLING RATES Ad Hoc Projects: Hourly Rates (Support): $250 Interfacing Services: Materials. 1. Bi -Amp DSP $1,998 2. Bi -Amp interface (quantity 4) $100 3. Avaya B 179 PA input (700501537) $520 4. Multiple audio cable runs from rack to desktop $220 5. Extend existing "old studio' phone cable to new studio for B 179 phone $50 b. Washable microphone covers (25) $500 7. Disposable microphone covers $208 Equipment Total: 2.5 days, 2 technicians Per diem (GSA rates) Shipping and handling Sales tax (8.75%) Proiect Total: 01007.0001/617262.2 C- I $3,595 $5,000 $834 $200 $342 $9,972 EXHIBIT "Y' SCHEDULE OF PERFORMANCE I. Consultant shall perform the Services timely in accordance with the following schedule: A. All tasks listed under Section I of Exhibit "A" Consultant's Help Desk will provide technical support on the audio/visual equipment on a 24 hours a day and 7 days a week basis, including holidays, via telephone at (530) 828-8772. 2. Without limiting the above, Consultant shall be available for City Council meetings on the first and third Tuesdays of each month starting at 3 p.m. until end of each respective City Council meeting, to assist with any technical audio/visual equipment difficulties. B. All tasks listed under Section II of Exhibit "A" will be performed by Consultant at each designated City Council meeting on the first and third Tuesdays of each month. Consultant's personnel or authorized employees shall be on-site in council chambers starting at 4 p.m. until the end of each respective City Council meeting. C. All tasks listed under Section III of Exhibit "A" will be performed on an on-call basis as set forth in Exhibit "A". Each ad-hoc on-call project request for Services will be assessed by Consultant within 48 hours of said request. D. All tasks listed under Section IV of Exhibit "A" will be performed within 2.5 business days of City issuance of Notice to Proceed. H. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. 01007.000 1!637262.2 D-1 ACOREY CERTIFICATE OF LIABILITY INSURANCE `� INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS DAT (MMMONYYY) 1012212019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. It the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provislons or be endorsed. If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights t0 the certificate holder In lieu of such endorsement(s). PRODUCER Jeff Fowler Insurance Services, INC 425 Broadway #205 Chico, CA 95928 License #: OL07979 CONTACT NAME: Jeff Fowler PHONE 53Q 267-6268 (530)267-5555 ADo ESS eff fowlerins.com INSURERS AFFORDING COVERAGE MAIC r WSURERA:Hgrfford insurance Company a INSURED MEDIASTAR INC 702 MANGROVE AVE STE 221 CHICO, CA 95926 INSURERS= MARKEL INSURANCE COMPANY INSURER C: INSURER D: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: 00000000-33550 REVISION NUMBER: 4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED !NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ItiTq TYPE OF INSURANCE ADDL 9UBR POLICY NUMBER POLICY M QCYIYYW MMro7trrYY LIMITS A X I COMMERCIAL GENERAL LIABILITY I CLAIMS MADE FXI OCCUR Y Y 57S BABM0907 07/1212019 0711212020 EACH OCCURRENCE $ 1,000.000 DAMAGE PREMISES En once S 300,000 MED EXP (Any one persarn) S 5,000 PERSONAL t: ADV INJURY S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. �( POLICY ❑ JEF LOC GENERAL AGGREGATE S 2,000,000 PRODUCTS - COMPIOPAGG S 2,000,000 S OTHER: A AUTOMOBILE LIABILITY 57SBABM0907 07/12/2019 07117J2020 CE0a BIN 0 SINGLE LIMIT s 1,000 000 BODILY INJURY (Per person) S ANY AUTO Ix OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) i HIRED NON -OWNED AUTOSDNLY X AUTOS ONLY PROPERTY DAMAGE S era 'den S UMBRELLA LIAB OCCUR H,,,,s-,ADEJ EACH OCCURRENCE $ AGGREGATE S EXCESS UAB DED I I RETENTIONS Is B WORKERS COMPENSATIONy AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTiVE YIN OFFICERIMEMBER EXCLUDED? (Mandatory In NH) NIA MWC0154455-01 10$11512019 08H512020 X TA ERH- E L. EACH ACCIDENT S 1,000,000 EL DISEASE - EA EMPI OYrr, S 1,000,000 If yes, desarbe order DESCRIPTION OF OPERATIONS below E -L. --------- CY LIMIT I S 1.000,000 i DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached It more space Is required) 1. City of Carson, its elected and appointed officers, employees, volunteers and agents are additional Insureds on GL and Auto policies. 2. GI_ policy is Primary and Non-contributory . 3. Waiver of Subrogation endorsement in favor of City of Carson OR in favor of additional insured. L.CR I Irit.A 1 C 17ULLICR L;ANGbLLA i IUN CITY OF CARSON 701 E Carson Street CARSON, CA 90745 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE TION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by JRF on October 22, 2019 at 03 43PM F, I THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below; Policy Number: 57 SBA BM0907 SC Named Insured and Mailing Address; MEDIASTAR INC 702 MANGROVE AVE STE 221 CHICO CA 95926 Policy Change Effective Date: 10/23/19 Policy Change Number: 002 Agent Name; NETWORKED INSURANCE AGENTS LLC Code: 121637 Effective hour is the same as stated in the Declarations Page of the Policy. POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLIN:7 STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. ADDITIONAL PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATL•: $28.00 `INCLUDES ADDITIONAL TERRORISM PREMIUM OF: $1.00 LOCATION 001 BUILDING, 001 IS REVISED PRO RATA FACTOR: 0.721 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 121104 05 T Page 001 (CONTINUED ON NEXT PAGE) Process Date: 10/23/19 Policy Effective Date: 07/12/19 Policy Expiration Date: 07/12/20 POLICY CHANGE (Continued) Policy Number: 57 SBA BM0907 Policy Change Number: 002 BUSINESS LIABILITY OPTIONAL COVERAGES ARE REVISED WAIVER OF SUBROGATION IS ADDED: FORM SS 12 15 LOCATION 001 BUILDING 001 CITY OF CARSON 701 E CARSON ST CARSON, CA 90745 FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - PERSON -ORGANIZATION FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE: SS 12 15 03 00 Form SS 12 11 04 OS T Page 002 Process Date: 10/23/19 Policy Effective Date: 07/12/19 Policy Expiration Date: 07/12/20 POLICY NUMBER: 57 SBA BM0907 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION THE CITY OF TRACY(INCLUDING ITS ELECTED OFFICIALS, OFFICERS, EMPLOYEES, AGENTS, AND VOLUNTEERS) 333 CIVIC CENTER PLAZA TRACY, CA 95376 CITY OF CARSON 701 E CARSON ST CARSON, CA 90745 Form IH 12 00 11 85 T SEQ. NO. 0 0 _ Printed in U.S.A. Page 0 C Process Date: 10/23/19 Expiration Date: 07/12/20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM We waive any right of recovery we may have against - 1. Any person or organization shown in the Declarations, or 2. Any person or organization with whom you have a contract that requires such waiver. Form SS 12 15 03 00 0 2000, The Hartford Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY POLICY INFORMATION PAGE ENDORSEMENT The following item(s) Insured's Name (WC 89 06 01) Policy Number (WC 89 06 02) Effective Date (WC 89 06 03) Expiration Date (WC 89 06 04) Insured's Mailing Address (WC 89 06 05) Experience Modification (WC 89 04 06) Producer's Name (WC 89 06 07) Change in Workplace of Insured (WC 89 06 08) 1nsured's Legal Status (WC 89 06 10) Item 3.A. States (WC 89 06 11) is changed as follows: Action 1Vnc PICUOnS Vazue Item 3.B. Limits (WC 89 06 12) Item 3.C. States (WC 89 06 13) X Item 3.D. Endorsement Numbers (WC 89 06 14) Item 4. Class, Rate, Other (WC 89 04 15) Interim Adjustment of Premium (WC 89 04 16) WC 89 06 00 B Carrier Servicing Office (WC 89 06 17) Interstate/Intrastate Risk ID Number (WC 89 06 18) Carrier Number (WC 89 06 19) Issuing Agency/Producer Office Address (WC 89 06 25) .v value (Ed 7-01) Add waiver of N6% Type Individual Subrrigatlon State CA Class Code 8859 Payroll 0 Subtugant Namc CITY OF CARSON Subrogant Address 701 E Carson Street Subrugant City CARSON State CA Postal Code 90745 Effective date 10/22/2019 Expiration Date 08A512Q0 Total Estimated Annual Premium $625.00 Premium Adjustment $362,00 Minimum Premium $ 23.00 Deposit Premium $643.00 All other terms and conditions of this policy remain unchanged. This endorsement changes the pol cy to which it is attached and is effec'ive on the date -ssued unless ot-rerwise stated (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/22/2019 Policy No MWC0154455-01 Endorsement No. Insured mediastar inc Premium (See Attached) Insurance Company Markel Insurance Company Countersigned by WC890600B Ed. 7-01 02001 National Co.mnms, on Comrpensalon'rsura ice InC 00471g 013486.46250843.10232019 MWCQ7544'' `:::1 MARKEL INSURANCE COMPANY A STOCK COMPANY TEN PARKWAY NORTH ������ DEERFIELD, IL 60015 800-431-1270 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INFORMATION PAGE NCCI No. 22616 New No. State Unemployment I.D. No. or Identifying Number as Required: t. Insured: mediastar inc dba Mailing 702 Mangrove Ave Ste 22I Address Chico, CA 95926-3948 Email Address: davcp2006@mediastar-sg.com Individual ElPartnership Policy No. MWC0154435-01 Renewal of Policy Number New FEIN: 205785590 Producer: Jeff Fowler Insurance Sen -ices Mailing 426 Broadway St Ste 205 Address Chico, CA 95928 0 Corporation or ❑ Other workplace not shown above: See Attached Location Schedule 2. Policy Period: The policy is from 08+1512019 to 08115 202() [12.01 AM Standard Time] at the insured's mailing address. 3. A. Workers Compensation Insurance: Part One of this policy applies to the Workers Compensation Law of the states listed here: CALIFORNIA B. Employers liability Insurance: Part Two of this policy applies to work in each state listed in Item 3A . The limits of our liability under Part Two are: Bodily Injury by Accident: Bodily Injury by Disease: Bodily Injury by Disease_ $ I,000,000 each accident S 1,000,000 policy limit $ 1,00O,O()O each employee C. Other States Insurance: Part Three of this policy applies to the states, if any, listed here: All states except those listed in Item 3A of the Information Page and the following; states or territories: District of Columbia, ID, MT, NY, ND, OH, OR, WA, WY, Puerto Rico and US Virgin Islands, D. This Policy includes these endorsements and schedules: MDWC100OA, MJWCIOOO, MPIL 1007, MPIL 1083, MPWC10000510, MWC 1202 -CA, MWC12000510, MWC 140305 10, M WC 140405 10, PN049901G, PN049902B, PN049904, WCOOOOOOC, WC000419, WC00047213, WC040002, WC040003, WC040004, WC040005, WC040301D, WC040303C, WC040306, WC04036013, WC040601A, WC890600B 4. The premium for this policy will be determined by our Manuals of Rules, Classifications, Rates and Rating Plans. All information required below is subject to verification and change by audit. Code Premium Basis Total Rate Per Classification No Estimated Annual $100 of Estimated Annual Premium Remuneration Remuneration MINIMUM PREMIUM $23.00 See WC 04 00 05 Extension of Information Page TOTAL ESTIMATED ANNUAL PREMIUM $625.00 TAXES & ASSESSMENTS $18.00 IF INDICATED BELOW, INTERIM ADJUSTMENTS OF PREMIUM SHALL BE MADE: X Annually Semi -Annually Quarterly Monthly $643.00 Deposit Premium $Per Installment Endr Issuing Office: Omaha, Nebraska MDWC 1000A (06115) Countersigned by_ 200 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 00 02 (Ed. 7-98) EXTENSION OF INFORMATION PAGE Schedule of Name Insured ITEM I Policy No. MWC0154455-01 Name Insured mediastar inc 9 1998 by the Workers' Compensation Insurance Rating Bureau of California All rights reserved From the WCIRB's California Workers Compensation Insurance Forms Manual Q 2001. 3 of 9 FEIN 205785590 WOIU�LRS CO-NIPENS- TION AND iS�IPLOVERS LIABILITY iNSt1ILkNCL POLICY EXTENSION OF INFORMATION PAGE Schedule of Locations ITEM 1 WC 04 00 03 (Fd. 7 99) Policy No. MWC0154455-01 Location FEIN PHONE sic CODE ENTITY TYPE I 702 Mangrove Ave Ste 221 205785590 530-898-9588 7371 Corporation Chico, CA 95926-3948 m 1998 by the Workers' Compensation Insurance Rating Bureau of California Atl rights reserved. From the WORB's California Workers' Compensation Insurance Fors Manual 0 2001 409 1101WQts CONIPEAS,►TION AND EIIPLOYEI ZS HADILITY INSVIUN'CI. POLICY 11 cna W Ila (Ed. 7 9g) EXTENSION OF INFOl -STATION PAGE Schedule of Forms ITEM 3D Policy Na. NINW0154455-01 FWLITALLIOTERJTT� WIVIf ?vIDWCIOOOA, MJWC1000, MPIL 1007, MPIL 1083, MPWC10000510, MWC 1202 -CA, MWC12000510, MN C 14030510, MWC 14040510, PN049901 G, PN04990213, PN049904, WCOOOOOOC, WC000419, 1hC00042213, CALIFORNIA WC040002, WC040003, WC040004, WC040005, WC040301 D, WC040303C, WC040306, WC04036013, WC040601 A, WC890600B m 1998 by the Workers' Compensation Insurance Hating Bureau of California All rights reserved From the WCIRB's California Workers Compensation Insurance Forms Manua'® 2001. 5 of 9 WORKERS C'OMPENSA'TION AND EN1PI OVERS I.W111.11'CY INSWU CE POI.ICV EXTENSION OF INFORMATION PAGE Classifications ITEM 4 Premium Basis Total Estimated Annual Code Classification Remuneration 8859 Computer Programming Or $0.00 Sofhvare Development Total Amount Due 1V C 04 00 05 (Ed. 7 9H) Policy No. MWC0154455-01 Rate Per Estimated $100 of Annual Remuneration Premium 0.130 $0.00 SO.00 If you elect a payment plan, then you will be subject to installment fees for each payment ranging from $3 -SIO depending on the state. If you elect electronic funds transfer, these fees will not apply. �- 1998 by the Workers Compensation Insurance Rating Bureau of California. All rights reserved. From tho WCIRB's Californ a Workers Compensation Insurance Forms Manual 0 2001 fiaf9 WOI+KERS CO\IPEN''SATIO1 AND EMPLOYERS POLICY EXTENSION OF INFORMATION PAGE Classifications ITEM 4 Code Classification 8859 Computer Programming Or $100 of Softvare Development 0930 Waiver Premium Subject Premium 0.130 Total Subject Premium Modified Premium 9889 Schedule Rating Standard Premium 0900 Expense Constant $250.00 Estimated Annual Premium WC Admin Revolving Assessment $125-00 Fraud Surcharge UEBTFA Subsequent Injury Fund $'?50.00 Occupation Safety and Fiealkh Fund Surcharge Labor Enforcement and $9.00 Compliance Fund Surcharge 0.288 Total Amount Due AVC W oil (IS (F& 7-99) Policy No. MWC0154455-01 Premium Basis Total Rate E'er Estimated Estimated Annual $100 of Annual Remuneration Remuneration Premium $0.00 0.130 SUO 5.000 $250,00 $250,00 $250.00 $250-00 0.500 $125-00 $375,00 $'?50.00 $625.00 1.448 $9.00 0.288 $2.00 0.083 $1.00 0.274 $2.00 0.377 $2.00 0.343 52.00 $643.00 If you elect a payment plan, then you will be subject to installment fees for each payment ranging from S3 -$I0 depending on the state- If you elect electronic funds transfer, these fees will not apply. � 1998 by she Workers' Compensat-on Insurance Rating Bureau of California. AV rights reserved From the WCPRB's Cal:lornia Workors' Compensation Insurance Forms Manta! m 2001 70:'9 MARKEL INSURANCE COMPANY Installment Endorsement It is hereby agreed and understood that the premium is to be paid on an installment basis as follows: Premium: $625.00 Fees: $ 18.00 Deposit: $643.00 Installments Tares & Surcharees 1.08/I5/2019 $643.00 included If you elect a payment plan, then you will be subject to installment fees for each payment ranging from S3 -S 10 depending on the state. If you elect electronic funds transfer, these fees will not apply. This endorsement is effective: 10/22/2019 forms a part of Policy: MWC0154455-01 Dated: 10/23/2019 Issued to: mediastar inc By: Markel Insurance Company All other terms and conditions of this policy remain unchanged. 8of9 MWC 120005 10 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA WC 04 03 06 (Ed. 04-84) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule (This agreement applies only to the extent that you pe, Form work under a written contract that requires you to obtain this agreement from us ) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule, The additional premium for this endorsement shall be 5 % of the California workers' compensation premium otherwrse due on such remuneration. Work performed by medi'astar inc at 702 Mangrove Ave 'Chico, CA 95926-3945 Schedule Subrogant Information Class Code Description CITY OF CARSON 701 E Carson Street 8859 Computer Programming Or Software Development CARSON. CA 90745 This endorsement changes the policy to which it is attached and is effective on the date issued un'ess otherwise stated (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10122/2019 Policy No. MWC0154455-01 Insured mediastar iinc Insurance Company- Markel Insurance Comparry Counters gned by WC040306 (Ed. 04-84) 0 1998 by tho Workers Compensation Insurance Rating Bureau or Callomia AF rights reserved. From the WCIRB's Cakforma Workers' Compensalion Insurance Forms Manual 9 2001 9019 Endorsement No Premium (See Attached) Payroll $000