HomeMy Public PortalAboutC-21-118 - MEDIASTAR, INC $60,625CONTRACT 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 3rd day of August , 2021 by and between the City of Carson, a
California municipal corporation ("City") and Mediastar, Inc., a California corporation
("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Parry"
and hereinafter collectively referred to as the "Parties."
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Carson's Municipal Code, City has authority to enter into
and execute this Agreement.
D. 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
01007.0001n31164.1 ' -1-
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 Consultant's Proposal 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
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.
01007.000 173 1 1 64.1 -2-
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 parry 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
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 Thousand Six Hundred Twenty Five Dollars ($60,625)
(the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8.
01007.000vn31164.1 -3-
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
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 sub -contractor contracts. Sub -contractor 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.
o l007.000ln3l 164.1 -4-
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 Maier ure.
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
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)
year 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:
Dave Perras Senior Project Manager
01007.000in31164.1 -5-
(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.
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 Consultant'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 Manager, Information Technology
Division, 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
01007.0001/731164.1 -6-
herein as an 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 venture 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
(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 limit shall be twice the occurrence limit.
(b) Worker's Compensation 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 1/87) including "any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
01007.000 173 1 1 64.1 -7-
$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.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit `B".
(g) Broader Coverages and Higher Limits. Notwithstanding anything else
herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the
minimums shown above, the City requires and shall be entitled to the broader coverages and/or
higher limits maintained by Consultant.
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
01007.000 173 1 1 64.1 -8-
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.
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,
01007.000031164.1 -9-
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 parry to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
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
01007.000031164.1 -10-
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
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
01007.000 U731164.1 -11-
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 liability to Consultant, and Consultant's guarantee and warranties
shall not extend 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. § 101, 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.
(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 parry 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.
01007.000 03 1 1 64.1 -12-
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
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 legal 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 lien, 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 parry 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
parry 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.
oloo7moin31164.1 -13-
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 parry 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 parry
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 parry.
7.6 Legal Action.
In addition to any other rights or remedies, either parry 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.
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 parry 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
01007.0001n31164.1 -14-
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 parry 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 litigation. 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.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non -liability. of Officers and Employ
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 parry any money or other consideration for obtaining this Agreement.
01007.0001n31164.1 -15-
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.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
parry desires or is required to give to the other parry 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.
o 1007.000ln31164.1 -16-
9.4 Inteizration; 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.
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 effect.
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
01007.000in31164.1 -17-
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]
01007.0001n31164.1 -18-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first -above written.
�RS01V, C
ATTEST: CA
Joh . Carrol , Sr.
Chief Deputy City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
bill
CITY:
CITY OF CARSON, a municipal corporation
15u -la Davis -Holmes, Mayor
CONSULTANT:
MEDIASTAR INC., a California corporation
By:
Name: DAVC ?(9W
Title: (2_61pef-4—
By:
Name: l,€ t� Clams
Title: SiCJtC77
Address: 702 Mangr e Avenue, #221
Chico, CA 95926-3948
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.
01007.0001/731164.1 -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 LOS ANGELES
On , 2021 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are 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
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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.
Signature:
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.
01007.0001731164.1
CAPACITY CLAIMED BY SIGNER
DESCRIPTION OF ATTACHED DOCUMENT
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
TITLE OR TYPE OF DOCUMENT
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
NUMBER OF PAGES
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))
SIGNER(S) OTHER THAN NAMED ABOVE
01007.0001731164.1
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 LOS ANGELES
On , 2021 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are 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
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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.
Signature:
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.
01007.0001/731164.1
CAPACITY CLAIMED BY SIGNER
DESCRIPTION OF ATTACHED DOCUMENT
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
TITLE OR TYPE OF DOCUMENT
❑
PARTNER(S) ❑ LMTED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
NUMBER OF PAGES
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))
SIGNER(S) OTHER THAN NAMED ABOVE
01007.0001/731164.1
I.
EXHIBIT "A"
SCOPE OF SERVICES
Consultant will perform the following Services:
Consultant shall upgrade City's Community Event Center Halls (ABC) and Carson -
Dominguez Room audio visual and lighting systems. Services will include assessment of
the audio visual and lighting systems, making recommendations, and designing new
audio visual architecture. In addition, Consultant will provide training to City staff on
how to operate and maintain the systems.
A detailed description of the Services follows:
A. Assessment of current system(s):
• Catalog existing equipment
• Assess the current system(s) for functionality and longevity
• Recommend upgrades
• Furnish a list of audiovisual & lighting equipment
B. System Upgrade:
• All projectors to be upgraded to allow for brighter pictures and better
resolution (16:9)
• All projectors to work in unison to play same video or ability to play videos
separately
• Main projector screen enlarged and moved to front of stage in Hall B
• Projector screens in Halls A & B to be replaced
• All speakers to work in unison to play same audio or ability to play audio
separately
• Ability to enhance sounds (mixer) and video
• Ability to play audio in outside patio areas of the Halls -- engineering and
design services for location and supply of cable and speaker
• Ability to play audio in bathrooms at the Event Center - engineering and design
services for location and supply of cable and speakers
• Ability to record video/audio from Halls ABC and Carson -Dominguez Room -
engineering and design services for location and supply of cable and cameras
• Ability to ZOOM from Halls ABC and Carson -Dominguez Room
• Stage lights replaced and centered above stage in Hall B
• Stage lights replaced and centered in Carson -Dominguez Room
• Spotlight added to Halls ABC
• Below media room, center stage & both wings of the Halls and Carson -
Dominguez Room to have the latest AV ports (HDMI, Ethernet, etc.)
installed
01007.0001/731164.1 A-1
• Integrate with existing Broadcast Automation system in City Council
room AV studio and ensure ability to provide automated viewing of City
Council meetings online and local cable station as needed
• Ensure HD Audio/Video/Remote control bi-directional signal path to and
from Event Center to City Council room AV studio
• Digital sign display in main lobby (north entrance) and east wing lobby
that displays scheduled events in rooms at the Event Center, include
necessary signal source for content to be located in AV room in Event
Center as well as City staff remotely
C. Training of In -House Staff:
• Provide training of in-house staff on how to use and maintain the upgraded AV
& Lighting systems
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
Per Section I.B. of this Exhibit "A"
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
As requested by the Contract Officer.
IV. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Senior Project Manager: Dave Perras
B. Broadcast Engineer: Ernesto Flores
01007.000 in31164.1 A-2
EXHIBIT "B"
SPECIAL REQUMEMENTS
(Superseding Contract Boilerplate)
The Agreement is hereby amended as follows (deletions shown in str-ikethFeugh and
additions shown in bold italics):
01007.0001M1164.1 B- I
I.
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Consultant shall perform the following tasks at the following rates:
AV CONTROL ROOM
HOURS
Source selector
Install in rack, ATEM, Projector switch out& local input (HDMI)
2
Source selector control software
Install and test control software
2
Signal distribution
Install in rack, distribution amplifier for signals to other rooms
4
SDI VDA for rack Kramer Recorder
Install in rack, distribution amplifier for signals to other rooms
source switch
2
Local source signal conversion
Install local source at rack "DVD player" — source 1
1
SDI VDA for rack Kramer Recorder
Install in rack, VDA and cables in rack
2
Local source signal conversion
Install in rack, local source for "Zoom PC — source 1
1
SDI VDA for rack Kramer Recorder
Install in rack, VDA and cables
source switch
1
Control panel video and audio input
Install in rack, HDMI panel mount
(HDMI)
1
XLR mic input connectors at control
Install in rack, XLR Panel mount
panel
0.5
LAN at control panel
Install in rack, Panel mount for local LAN at control panel
0.5
Room A DSP
Install in rack, room A DSP in rack and test
2
Room A DSP control software
Install in rack, and test control software
1
Room A wireless system
Install in rack, receiver for room A
1
Room A wireless antenna extender
test RF cabling from rack (receiver) to antenna toward room A, tune
antenna for room A
2
Room B DSP
Install in rack, room B DSPs in rack and test
2
Room B DSP control software
Install in rack, and test control software
1
Room B wireless system
Install in rack, receivers for room B
1
Room B wireless antenna extender
Test RF cabling from rack (receiver) to antenna toward room B, tune
antenna for room B
2
Room C DSP
Install in rack, room C DSP in rack and test
2
Room C DSP control software
Install in rack, and test control software
1
Room C wireless system
Install in rack, receivers for room C
1
Room C wireless antenna extender
Test RF cabling from rack (receiver) to antenna toward room C, tune
antenna for room C
1
Confidence monitor
Install in rack, monitor and test signal cables for room A and B
sources from rack
1
Confidence monitor
Install in rack, monitor and test signal cables for room C and
Dominguez room sources from rack
1
Confidence monitor
Install in rack, signal path from chamber send and chamber receive
sources
1
Source selector
Install in rack, signal selector for outgoing signal to chamber.
1
Source selector
Install in rack, and test signal selector control software
1
Confidence monitor Cable return
Install in rack, cable return box, Install in rack, confidence for cable
feed in real time
1
Confidence monitor cable return rack
Install in rack, mount for cable return monitor on front of rack
mount
1
Management PC for AV booth
Install and configure local management PC, install control software
1
Spotlight control for rooms A and C
Install in rack, control hardware to management PC, add control
software test.
1
SDI cabling in rack
Build custom HD -SDI cabling for rack
2
Rack shelf
Install rack shelf, attach adapters
0.5
Protective cover
Install in rack, cover
0.5
01007.0001/731164.1 C-1
Rack faceplate Use faceplate to mount XLR, HDMI and LAN connectors at control
panel 0.5
Rack hardware Add filler panels as needed 0.5
DSP program Install in rack, and test custom DSP programming for 5 DSP devices.
Test and deliver source code to client in non -password protected
format 2
ROOM "A"
Projector
replace legacy projector and configure
8
Projector lens
Test lens
2
Projector signal conversion
Mount converter on Projector with confidence monitor facing down
(confidence monitor shows user there is a signal reaching projector
for troubleshooting)
2
Projector mount
Replace legacy mount to match pole
4
Screen
Replace legacy screen, measure screen, test mechanism, adjust
high/low points
12
Screen control module
Install in wall rack, control module, test low -voltage circuit
1
Screen control manual switch
Mount control switch, test, wire to DC cable to projector
1
Projector and Screen control software
Test MSG software at corner control panel and AN control room
1
Speakers
Remove legacy speakers, replace with new, test
12
Speaker wiring
Certify PA wiring as needed, test with zones
8
PA
Install in rack, PA in AN control room rack, test PA, setup zones
8
Corner video and audio input (HDMI)
Replace legacy transmitter
8
Corner video receiver
Install in wall rack, receiver at control panel, test
1
HDMI splitter
Setup and test HDMI splitter, test in wall rack
1
Signal conversion for corner video in
Install in wall rack, source switcher conversion
1
Control panel video and audio input
Install in wall rack, panel and panel mount connectors
(HDMI)
1
HDMI splitter
Setup and test HDMI splitter
1
Signal conversion for control panel
Install in wall rack, source switcher conversion
video in
1
Control panel input selector
Install in wall rack, projector source switch, configure and test
2
Input control software
Test projector source switch can be remotely controlled
4
XLR mic input connectors at corner
Replace legacy faceplate at corner
1
XLR mic input connectors at control
Mount XLR inputs at control panel, in wall rack
panel
1
Mic input control software
Test microphone inputs in wall rack
2
Audio de-embedder
Install and test with PA
1
Control cabling for Spot lights
Recertify and test legacy DMX cabling back to AA/ control room
12
Camera input switcher at control panel
Install in wall rack, camera select switcher at control panel, Install in
wall rack, room PC in AIV control room and test
6
LAN at control panel
Install in wall rack, panel mount connector at control panel
1
Rack shelf
Install rack shelf, attach adapters
1
Protective cover
Install cover
1
Rack faceplate
Use faceplate to mount XLR, HDMI and LAN connectors at control
panel
1
ROOM "B"
Projector Replace legacy projector and configure 8
Lens Test lens 2
Projector mount Replace legacy mount to match pole 4
Screen Replace legacy screen, measure screen, test mechanism, adjust
high/low points 12
Screen control module Install in wall rack, control module, test low -voltage circuit 1
Screen control manual switch Mount control switch, test, wire to DC cable to projector 1
01007.000 1173 1 1 64.1 C-2
Projector and Screen control software Test MSG software at corner control panel and A/V control room
Speakers
Speakers
Speaker wiring
PA
Stage video and audio input (HDMI)
Stage video receiver
HDMI splitter
Signal conversion for Stage video in
Control panel video and audio input
(HDMI)
HDMI splitter
Signal conversion for control panel
video in
Control panel output selector for
projector
Input control software
XLR mic input connectors at stage
XLR mic input connectors at control
Mic input control software
Spot lights in room B and room A and
C facing room B
Control cabling for Spot lights
Camera input switcher at control panel
LAN at control panel
New control panel
Cover existing control panel and
legacy inputs
Remove legacy speakers, replace with new, test
Remove legacy fill speakers, replace with new
Certify PA wiring as needed, test with zones
Install PA in A/V control room rack, test PA, setup zones
replace box and transmitter at side of stage, test
Install at wall rack, receiver at control panel, test
Install in wall rack, HDMI splitter, test
Install in wall rack, source switcher conversion
HDMI panel mount
Setup and test HDMI splitter, test
Install in wall rack, source switcher conversion
2
Install in wall rack, projector source switch, configure and test
2
Test projector source switch can be remotely controlled
Install in wall rack, single gang faceplate
XLR panel mount
Test microphone inputs
Replace legacy spotlights, install new spotlights configured for DMX
control
Recertify and test legacy DMX cabling back to A/V control room
Install control software at room PC in A/V control room and test
Install panel mount connector at control panel
Install box, door, lock and rack rails for new control panel
Remove legacy panels, cover with plates 18"x18", 12"x14", 8"x10"
Rack shelf Install rack shelf, attach adapters
Protective cover Install cover
Rack faceplate Use faceplate to mount XLR, HDMI and LAN connectors at control
panel
ROOM "C"
Projector
Projector lens
Projector signal conversion
Projector mount
Screen
Screen control module
Screen control manual switch
Projector and Screen control software
Speakers
Speaker wiring
PA
Corner video and audio input (HDMI)
Corner video receiver
HDMI splitter
Signal conversion for corner video in
Control panel video and audio input
(HDMI)
HDMI splitter
Signal conversion for control panel
video in
replace legacy projector and configure
Test lens
Mount converter on Projector with confidence monitor facing down
(confidence monitor shows user there is a signal reaching projector
for troubleshooting)
Replace legacy mount to match pole
Replace legacy screen, measure screen, test mechanism, adjust
high/low points
Install in wall rack, control module, test low -voltage circuit
Mount control switch, test, wire to DC cable to projector
Test MSG software at corner control panel, and AA/ control room
Remove legacy speakers, replace with new, test
Certify PA wiring as needed, test with zones
Install in rack, PA in A/V control room rack, test PA, setup zones
Replace legacy transmitter
Install in wall rack, receiver at control panel, test
Setup and test HDMI splitter, test in wall rack
Install in wall rack, source switcher conversion
Install in wall rack, panel and panel mount connectors
Setup and test HDMI splitter
Install in wall rack, source switcher conversion
01007.000 1/73 1 1 64.1 C-3
1
12
18
8
4
1
8
12
1
1
12
Control panel input selector Install in wall rack, projector source switch, configure and test
Input control software Test projector source switch can be remotely controlled
XLR mic input connectors at corner Replace legacy faceplate at corner
XLR mic input connectors at control Mount XLR inputs at control panel, in wall rack
panel
Mic input control software
Test microphone inputs in wall rack
Audio de-embedder
Install and test with PA
Control cabling for Spot lights
Recertify and test legacy DMX cabling back to AN control room
Camera input switcher at control panel
Install in wall rack, camera select switcher at control panel, Install in
PA
wall rack, room PC in AN control room and test
LAN at control panel
Install in wall rack, panel mount connector at control panel
Rack shelf
Install rack shelf, attach adapters
Protective cover
Install cover
Rack faceplate
Use faceplate to mount XLR, HDMI and LAN connectors at control
Screen control manual switch
panel
DOMINGUEZ ROOM
Projector
replace legacy projector and configure
Projector lens
Test lens
Projector signal conversion
Mount converter on Projector with confidence monitor facing down
XLR mic input connectors West
(confidence monitor shows user there is a signal reaching projector
PA
for troubleshooting)
Projector mount
Replace legacy and match pole, make safe with safety wire
Screen
Replace legacy screen, measure screen, test mechanism, adjust
HDMI splitter
high/low points
Screen control module
Install in wall rack control module, test low -voltage circuit
Screen control manual switch
Mount control switch, test, wire to DC cable to projector
Projector and Screen control software
Test MSG software at corner control panel and A/V control room
Speakers
Remove legacy speakers, replace with new, test
Speakers
Remove legacy speakers, replace with new, safety straps, test
Speaker wiring
Test speaker runs from ceiling, omitting corner (table room) and
XLR mic input connectors West
disconnecting legacy wall rack
PA
Install in wall rack, PA in rack room, test PA, setup zones
East video and audio input (HDMI)
Install in wall rack, transmitter
East video receiver
Install in wall rack, receiver at control panel, test
HDMI splitter
Setup and test HDMI splitter, test
East signal conversion
Install in wall rack, source switcher conversion
West video and audio input (HDMI)
Install in wall rack, transmitter
West video receiver
Install in wall rack, receiver at control panel, test
HDMI splitter
Setup and test HDMI splitter, test
West signal conversion
Install in wall rack, source switcher conversion
HDMI input
Install in wall rack, HDMI panel mount at rack
Rack room signal conversion
Install in wall rack, source switcher conversion for HDMI input at rack
Control panel input selector
Install in wall rack, projector source switch, configure and test
Input control software
Test projector source switch can be remotely controlled
XLR mic input connectors East
Install in wall rack, single gang faceplate
XLR mic input connectors West
Install in wall rack, single gang faceplate
XLR mic input connectors at control
Install in wall rack, XLR Panel mount
panel
DSP for room
Install in wall rack, DSP Located at rack
Mic input control software
Install in wall rack, and test DSP on local PC
Dominguez Room wireless system
Install in wall rack, wireless microphones receiver for the room in rack
Audio de-embedder Install in wall rack, de-embedder for audio from HDMI signals for PA
Spot lights in Dominguez Remove legacy spotlights, install upgrade spotlights.
01007.0001/731164.1 C-4
2
6
1
2
1
12
8
2
2
2
8
2
2
2
8
2
4
1
1
1
1
1
1
1
1
1
1
1
6
Spotlight mounting hardware Mount on hardware for moveable head with safety straps 4
Spotlight control Test control hardware and software at local PC 2
Control cabling for Spot lights Recertify and test legacy DMX cabling back to AN control room 4
Camera input switcher at control panel Install camera select switcher at control panel, install software on
room PC 1
Local management PC Install software for local control of interfaces and devices 2
Rack Reconfigure legacy rack for new equipment 6
Rack shelf Install rackshelf, attach adapters 1
Protective cover Install cover 1
Rack faceplate Use faceplate to mount XLR, HDMI and LAN connectors at control
panel 1
Design and configuration
Total Hours:
Hourly Billing Rate:
TOTAL COST:
9
485 manhours
125 per hour
$60,625
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services.
NOT APPLICABLE
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task sub -budget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved
per Section 1.8.
NOT APPLICABLE
IV. The City will compensate Consultant for the Services performed upon submission of a
valid invoice. Each invoice 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.
V. The total compensation for the Services shall not exceed $60,625 as provided in Section
2.1 of this Agreement.
01007.000 in31164. I C-5
I.
II.
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Consultant shall perform all services timely in accordance with the following
schedule:
Days to Perform Deadline Date
All Tasks: 60 calendar days 60 calendar days from
Notice to Proceed
Consultant shall deliver the following tangible work products to the City by the
following dates.
Per Section I.B. of Exhibit "A"
The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01007.000 vn31164.1 D-1
ACORN® CERTIFICATE OF LIABILITY INSURANCE
L►-�
DATE (MM/DD/YYYY)
08/24/2021
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: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Jeff Fowler Insurance Services, INC
426 Broadway#205
Chico, CA 95928
CONTACT Jeff Fowler
PHONE (530)267-6268 A/ No, (530)267-5555
ADDRESS: jeff@jfOwlerinS.COm
INSURE S AFFORDING COVERAGE NAIC#
License #: OL07979
INSURER A: Hartford Insurance Company
57SBABM0907
INSURED
INSURER B: MARKEL INSURANCE COMPANY
INSURER C:
MEDIASTAR INC
702 MANGROVE AVE
INSURER D:
CHICO, CA 95926-3948
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: 00001498-33550 REVISION NUMBER: 15
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 CONTRACT OR 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.
INSR
LTR
TYPE OF INSURANCE
ADDLISUBR
POLICY NUMBER
POLICY EFF
MM/DD
I POLICY EXP
MM/DD
LIMITS
A
X COMMERCIAL GENERAL LIABILITY
Y
Y
57SBABM0907
07/12/2021
07/12/2022
EACH OCCURRENCE $ 1,000,000
CLAIMS -MADE I OCCUR
PREM SES7 DAMAGE OEa oc'ENcurrD.nce $ 300,000
MED EXP (Any one person) $ 5 000
PERSONAL & ADV INJURY $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE $ 21000,000
�( POLICY J CT El LOC
PRODUCTS - COMP/OP AGG $ 2,000,000
$
OTHER:
A
AUTOMOBILE
LIABILITY
57SBABM0907
07/12/2021
07/12!2022
EaaccideDISINGLE LIMIT $ 1.000.000
BODILY INJURY (Per person) $
ANY AUTO
JX
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODI LY I INJURY (Per accident) $
HIRED NON -OWNED
AUTOS ONLY X AUTOS ONLY
PROPERTY DAMAGE $
Per accident
$
UMBRELLA LI AB
HCLAIMS-MADE
OCCUR
EACH OCCURRENCE $
AGGREGATE $
EXCESS LIAB
DED RETENTION$
$
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE Y -
OFFICEWMEMBER EXCLUDED? F
(Mandatory in NH)
N/A
Y
MWC0154456-03
08/15/2021
08/15/2022
X STATUTE ERH
E.L. EACH ACCT DENT $ 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT $ 1,000,000
i
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if 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. GL policy is Primary and Non-contributory.
3. Waiver of Subrogation endorsement in favor of City of Carson OR in favor of additional insured.
Vcri 1Iri,,A1r nvLUCrf
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
All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
Printed by JRF on August 24, 2021 at 10:33AM
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06
(Ed. 04-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA
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
perform 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
otherwise due on such remuneration.
Work performed by
mediastar inc at:
702 Mangrove Ave
Chico, CA 95926-3948
Subrogant Information Class Code
CITY OF CARSON
701 E Carson Street 8859
CARSON, CA 90745
Schedule
Description
Computer Programming Or Software Development
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the
policy.)
Endorsement Effective 08/15/2021 Policy No. MWC0154455-03 Endorsement No.
Insured: mediastar inc Premium (See Attached)
Insurance Company: Markel Insurance Company Countersigned by
WC040306
(Ed. 04-84)
O 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.
From the WCIRB's California Workers' Compensation Insurance Forms Manual m 2001
Payroll
$0.00
Adrian Reynosa
From: Roobik Galoosian
Sent: Thursday, August 26, 2021 3:36 PM
To: Dave Perras; Adrian Reynosa
Subject: FW: FW: Insurance COI and Subrogation
Attachments: Cert of Ins - CITY OF CARSON.PDF; WAIVER OF SUBROGATION.PDF
Hi Adrian and Dave,
This is approved. The COI is password protected so I can't put initials on it but its approved.
Thanks,
Roobik Galoosian
Risk Management
City of Carson
701 E. Carson Street
Carson, CA 90745
Ph: 310.952.1764 Fax: 310.830.2471
City Hall is Closed on Friday
-----Original Message -----
From: Dave Perras <davep2006@mediastar-sg.com>
Sent: Tuesday, August 24, 202112:08 PM
To: Roobik Galoosian <RGaloosian@carsonca.gov>
Subject: Re: FW: Insurance COI and Subrogation
Here we go again.
Should be all correct now.
Dave
> On August 23, 20216:12 PM Roobik Galoosian <rgaloosian@carsonca.gov> wrote:
> Hi Dave,
> I noticed the work comp waiver of subrogation endorsement has a different policy number compared to what is on the
COI. Please ask your agent to revise so that both reflect the current policy number.
> Thanks,
> Roobik Galoosian
> Risk Management
> City of Carson
> 701 E. Carson Street
1