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CONTRACT 3828 Professional Services Agreement CLOSEDFrom Lulu Sandoval At: Vanorsdale Ins Svcs FaxID: To: Dan O'Toole Date: 7/29/2008 09:16 AM Page: 2 of 3 MEDICON -01 LLS ACORD OF LIABILITY INSURANCE DA7/2 DDff ) PRODUCER 4858) 541_2900 Vanorsdale Insurance Services 4909 Murphy Canyon Road, Suite 510 p Y Y San Diego, CA 92123 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC lit INSURED Media Control Systems, LLC. 1050 Pioneer Way, Ste # Q El Cajon, CA 92020- INSURER A. Hartford Casualty Insurance Company POLICY EFFECTIVE INSURER a Hartford Insurance LIMITS INSURER C: AUTHORIZED REPRESENTATIVE INSURER D. INSURER E' CnVFROGFS 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR L F INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATXOJ LIMITS REPRESENTATIVES. AUTHORIZED REPRESENTATIVE GENERAL LIABILITY EACH OCCURRENCE ; 1,000,00 A X X COMMERCIAL GENERAL LIABILITY 2SBAAA9368 7/1812008 7/18/2009 PREMISES EE acwrenca S 300,00 CLAIMS MADE D OCCUR MED EXP (Any one person) i 10,00 X Hired 8 Non -Owned Auto PERSONAL aADV INJURY s 1,000, GENERAL AGGREGATE S 2,000. GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG ; 2,000, 7 X POLICY PRO_ LOC Hired S Non-Owned A 1,000, AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Fe accident) ; BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED ALTOS BODILY INJURY (Per accident) S HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) S GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC $ ANY ALTO S ALTO OW Y: AGG EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE ; AGGREGATE 5 OCCUR CLAIMS MADE ; DEDUCTIBLE ; RETENTION $ B WORKERS COMPENISATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE 72WECKP5822 7/18/2008 7/18/2009 X WC STATU- OTH- E L EA.CHACCIDENT s 1,000, E.L. DISEASE - EA EMPLOYEE S 1,000, OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below El DISEASE - POLICY LIMIT ; 1,000,00 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS 010 days notice Is given If policy Is cancelled for non - payment of premium. City of El Segundo is named additional insured per the attached CG2010 10193 form regarding General Liability. —THIS CANCELS AND UPERCEDES CERTIFICATE ISSUED 7115108" CERTIFICATE HOLDER CANCELLATION ACORD 25 (2001108) 0 ACORD CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of El Segundo 30 Attn: Dan O'Toole DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAL DAYS WRITTEN Community Cable Division NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO $O SHALL 350 Main Street IMPOSE NO OBLIGATION OR LIABILITY OF ANY KID UPON THE INSURER, ITS AGENTS OR El Segundo, CA 90245- REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001108) 0 ACORD CORPORATION 1988 From: Lulu Sandoval At: Vanorsdale Ins Svcs FaxID: To: Dan OToole Named Insured: Media Control Systems, LLC POLICY NUMBER: 72SBAAA9368 Date: 729/2008 09:16 AM Page: 3 of 3 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of El Segundo 350 Main Street El Segundo, CA 90245 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS INSURED (Section II) is amended to include as an insured the person or organization shown in the schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. CG 20 10 10 93 Copyright, Insurance Services Office, Inc. 1992 Page 1 of 1 3828.,,,] PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND MEDIA CONTROL SYSTEMS This AGREEMENT is entered into this 15 day of July, 2008 by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ( "CITY ") and MEDIA CONTROL SYSTEMS, a California Limited Liability Corporation ( "CONSULTANT"). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed Thirty-nine thousand -seven hundred dollars ($39,700) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "B," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 3828 . „..4 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit `B ") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. S. NON - APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. A. CITY's city manager ( "Manager ") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ( "Additional Work ") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work. B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. C. Payments over $10,000 for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement. m 736 11 1A El 9 0 &IM13 I119,W I11 7� A. By executing this Agreement, CONSULTANT agrees that it has: i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. &A 3828.,,, 8. TERM. The term of this Agreement will be from July 10, 2008 to August 30, 2008. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A"; B. Termination as stated in Section 16. 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below (check all that apply): A. ® Exhibit A: Scope of Work; B. ® Exhibit B: Budget; and C. ® Exhibit C: Proposal for Services. 12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the -3- 3828 .. . contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 16. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section I(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. -4- 3828. 17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 19. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. -5- D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 23. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below (check all that apply): Tyne of Insurance Limits ® Commercial general liability: $1,000,000 MOMA ® Business automobile liability $1,000,000 ® Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of -6- 3828 • , . . ISO -CGL Form No. CG 00 01 1185 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 1185 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16. 24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: -7- If to CONSULTANT: Media Control Systems 1050 Pioneer Way, Suite Q El Cajon, CA 92020 Attention: Tom Walsh If to CITY: City of El Segundo 350 Main Street El Segundo, CA 90245 Attention: Dan O'Toole 3828 . , Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is One, One Page (1) Exhibit A, One, Two Page (2) Exhibit B and One, Four Page (4) Exhibit C to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. -8- 3828•,.. 34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 36. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] -9- 3828. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO XcfV,6yt7 City Manager ATTEST: Cindy Mort en. ' city Cl APPRC MARK -10- MEDIA CONTROL SYSTEMS —jowl aL Z41)4'.6Z 7 �0 fvm S , Wmis CF-0 c- Taxpayer ID No. qS -,j 80154 3 3828.,,, EXHIBIT A - Scope of Services • Vendor will order equipment specified in bid #08 -12. • Vendor will deliver and install system. • Vendor will connect to existing video & edit systems under the direction of the Cable Studio staff. • Vendor will verify functionality of equipment and systems with City's equipment & network. • Vendor will provide system operation training on this equipment and 1 year telephone and local maintenance support. 3828 -.. CITY OF EL SEGUNDO REQUEST FOR 8/D Cable TV Bulletin & Automation System Date: April 8. 2008 BI C) #08-2 The system shall be assembled as a turnkey system to operate and perform within the following parameters About El Segundo El Segundo currently broadcasts video on two separate cable channels (Channel 3 & 22) plus live video streaming on the web. The City has 5 Apple Final Cut edit bays producing content that are connected by Ethernet connections. The city also has Irve video/audio feeds coming in from City Counal. School Board and two additional teeds from an existing lure switcher. Any two of these feeds should be scheduled tot output on any of the system outputs. under control of the web based scheduling software Scheduling The proposed system will be a television automation system that is completely operated by a web browser on anv Apple or PC computer The system will have the ability to create. schedule and display digital video. images and text. to perform an electronic community bulletin board function. After the information about a video segment or lead has been entered once. it can be dragged and dropped to multiple schedule locations. Programming schedules for server, once entered will be able to be uploaded for display. to the web. and printed. Each event may have a beginning and ending date/tIme specified for automatic insertion and removal The system will warn of any gaps In programming, and use a default input or series of messages to fill gaps Priority bulletins can be scheduled to irttetrupt regular programming for critical messages. The scheduling software will have the capability to schedule specific air time. add items to the bulletin board. publish a schedule to the City's web site send the schedule to TV Guide, and to generate programming reports. Video Server The proposed system will allow users of any of the edit bays to place content on the server in DV25. MPEG -2. MPEG -4. WMV or OuickTow for output on any cable channel or the City's existing web streaming server It will be able to store up to 4 Terabytes of digital content on Raid-5 disks. and also be able to play directly from external storage devices The content must remain in its original digital format until it is sent to the output The video serve# will have two encoder channels and four output channels. of MPEG -2 quality at up to 50 Mbps per channel Additional Devices The scheduling software will also cause the server to control multiple Sony 400 disk OVD changer/players, Sony DSR -45 decks. and KNOX 8x8 routing switcher One Sony 400 disk DVO changer and the KNOX routing switcher are included in this quote The other devices are existing A video sync generator and time base correctors will be provided to allow all sources to be correctly synchronized for smooth switching. An automatic audio compressor ! linter will be provided for audio level correction. System will have a separate detector for loss of changing video on any of the 3 live channels which will dial several telephone numbers and play back a message it live motion video is not detected Equipment provided will Include a redundant power supply. a spare hard disk dnve a 4 port KVM & cables. and a test signal generator. One -Cha wW of Spygim failure detection is proposed. Additional channels may be purchased and added later at the same price per channel as proposed. --/41-) 5 14W 0118 4. 3828.,,.] Exhibit B - Budget CITY OF EL SEGUNDO REQUEST FOR 8/D Cable TV Bulletin & Automation System Date: April 8, 2008 BID #08 -12 Provide your kid ON THIS SHEET for the meleri is/senaces listed below in accordance with the terms and specifications noted *ALL BIDS SHALL BE F.O.B. DESTINATION and include all costs delivered to the City of El Segundo* CLEARLY MARK a DELIVER 5108 TO: City of El Segundo City Clark's Office Cable Video Production Equipment 350 Main Stnst, Rm. 8, El Segundo, CA 90245.3895 BIDS WILL BE RECEIVED UNTIL: 11:00 a.m., May 20, 2008 Any questions regarding this bid can be made to the Purchasing Agent, J. Richard Hogate ® (310) 524 -2339 Any questions regarding equipment Gated can be made to the Cable Manager, Dan O'Toole 0 (310) 524 -2719 The City of El Segundo has determined the following specifications for hid purposes. The specifications referenced are not Wended to be restrictive but descriptive of the type and quality the City of El Segundo desires to purchase Ouotes for similar dams of like quality will be considered d the bid is fully noted with the manufacturers brand name and model inducting a detailed listing of the* specifications. The City of El Segundo reserves the rlgM to debny w products of equal value. Vendors will not be allowed to make unauthorized substitutions after award is made. 'SEE DESCRIPTION AND ATTACHED EQUIPMENT LIST NOTE: Please expedite this bid and quota FIRM RXED PRICES. Tax 8.25% $ S2.821.25 Prices to be good for a minimum of sixty (80) working days from bid closing dabs tisbsd above. TOTAL $ !39.668.25 Do you currently have equipment in stock? No If not, when do you expect to take delivery(s)? 2 Weeks Installation time frame 4.6 Weeks Bid Submltled by: Cornpanlrnarrw Media Control Systems Awrorizsd Company BkfAer Signature low-O'L 4 (.✓� c#y . State - zip---El Caton. CA 92020 oate- 05-16-M Pb:( 619) 599 -1050 PLEASE FILL IN TERMS 8 DELIVERY: Terms: 7.0 % 10 dsys, net 30 days, or net 30 days Delivery To be made on or before: 07-11A or _ __.______.__.. 28Sutl 4? _._ days after receipt of order. Please also fill in prices for individual items on the last page of this document. See terms on the other side of this page. 275 CITY OF EL SEGUNDO REQUEST FOR BID Cable TV Bulletin & Automation System Date April 8 2008 3828 -. A BID 0108.12 The following list is intended to be representative of the type and quality of the equipment desired. Vendor may substitute equivalent equipment. but must provide felt documentation demonstrating that the equipment is equivalent. The City will make the final determination if the proposed equipment is completely equivalent. Each item should be quoted separately. Any dem(s) may be pulled from the final contact at the discretion of the City. 7EM OTY DESCRIPTION PRIC&UNIT TOTAL Tightrope Cablecast SX4. TV Automation System 1 (Automation System with Baia -in multi- format Videoserver. 4T8 Storage.a- Output and ! $17,865 $17,865 2- Input. MPEG -2 Encoder to SOWS, Compo$ to Video & SDI. Balanced Stereo Audi 2 Tightrope Carousel Digital Message Player for SX Servers 3,087 6,174 s 1 . Tightrope redundar>i Power for VS4 or SX Videoservers $675 4 1 Tightrope loose video Hard Drive $ (spare hard drive for VS4 and SX servers) USB to 8 -Port RS- 2321422 Module S00 $41SO Wrovdes control for 8 serial conhoWd devices. Preset for 232 or 422) r Knox Routing Swdchiw, 8x8 Video & Balanced Stereo Audio $2,194 $2,194 1 R5 232 and front panel keyboard 1 ! Honta TSG -508. Test Signal Generator with Rack Mount Kit $750 $750 1Vrdeo Cokxbars, Audio Tons and BMck -burst Sync Outputs) 2 Hotronic AP-41 SW Time Base Corrector - (Composite. Digital Comb Filter) $1,102 $2,204 1 Sony 400-Disk DVD Changer and Player (RS -2320 400 Disk DVD Changer Player. con" cable. requires shelf) $950 S950 1 - Spyglass TV Charnel Failure Detect► $995 S995 11 1 Viking Automatic Telephone Dialer/ Massage Playback SSW $Soo (dials muitiile phone numbers and plays back preprogrammed message) _ , 12 2 Behringer Dual Channel Audio Compressor limiter $145 13 1 4-port KVM Switch. System Cables and Connectors i $750 $750 Turnkey. System Integration Installation 14 i (Onsite System Integration. InstaNabon, output to two separate channels and Includes _; connecting to Final cut Pro edit workstabons) 15 I System Design and Engineering Documentation (Detailed System engmearrng and connections design) Training (Training provided for operation► of installed system and components) Support (one year Local system support) $1,700 $1,700 $450 $450 SSW SSW N/C N/C y . i4 •,P 3828•,.] C - Proposal for Services CITY OF EL SEGUNDO REQUEST FOR BID Cable TV Bulletin do Automation System Date: April 8, 2008 BID #W-12 Provide your bid ON THIS SHEET for fib materials/serwces fisted below in accordance vwth the terms and speafications noted 'ALL BIDS SHALL BE F.O.B. DESTINATION and include all costs delivered to the City of El Segundo* CLEARLY MARK 8 DELIVER 8108 TO: City of El Segundo City Clerk's Office Cable Video Production Equipment 360 Main Street, Rm. 5, El Segundo, CA 90245 -3885 BIDS WILL BE RECEIVED UNTIL: 11:00 a.m., May 20, 2008 Any questions regarding this bid can be made to the Purchasing Agent, J. Richard Hogate D (310) 524 -2339 Any questions regarding equipment bated can be made to the Cable Manager, Dan O'Toole 0 (310) 524 -2719 The City of El Segundo has determined the following specifications for bid purposes. The specifications referenced are not Intended to be restrictive but descriptive of the type and Wility the City of El Segundo desires to purchase. Quotes for similar rtems of We quality will be considered d the bid is fully noted with the manufacturers brand name and model including a detailed listing of their spediicatbons. The City of El Segundo reserves the right to determine products of equal value. Vendors will not be allowed to make unauftw4ed substitutions after award is made. ' SEE DESCRIPTION AND ATTACHED EQUIPMENT LIST NOTE: Please expedite this bid and quota FIRM FIXED PRICES. Tax 8.25% $ S2.3211S Prices to be good for a minimum of sixty (60) working days from bid closing dale listed above. TOTAL S 539-2S Do you currently have equipment in stock? No It not, when do you expect to take delivery(s)? 2 Weeks Installation time frame 4-6 Weeks Bid Submitted Company name: Ntldie COnifp) SYStErRi pory=ed Company Bidder SFgnature Irm-04, 4 Gry . Sate ' zip --E1 t aim G 22020 Date- PLEASE FILL IN TERMS A DELIVERY: Terms: 10 days, net 30 days, or Delivery To be made on or before: OZ-11A or Order. 05 -16.08 Ph:( 619) S99 -1050 net 30 days 28 to 42 . _ _ days arter recov of Please also fill in prices for individual Items on the last page of this document. See tenets on the other side of this page. 4'7 3