HomeMy Public PortalAbout06) 7C Third Amendment to Agreement with Red 88 Media for City Video Production, Recording, Editing and Support ServicesDATE:
TO:
FROM:
MANAGEMENT SERVICES DEPARTMENT
May 21, 2019
Honorable City Council
Bryan Cook , City Manager
By: Peggy Kuo , City Clerk
MEMORANDUM
AGENDA
ITEM 7.C.
SUBJECT: THIRD AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT
WITH RED 88 MEDIA FOR CITY VIDEO PRODUCTION, RECORDING,
EDITING AND SUPPORT SERVICES
RECOMMENDATION:
The City Counc il is requested to :
1. Approve the Third Amendment to the Consultant Services Agreement (Attachment "A ")
with Red 88 Media to video record City Council meetings for live and delayed
broadcast to the community; and
2 . Authorize the City Manager to sign the third amendment.
BACKGROUND:
1. On June 8 , 2016 , City Council approved a Consultant Services Agreement
(Ag reement) with Red 88 Media for City video production , record ing , editing and
support services.
2 . On March 2 , 2017 , City Council approved the First Amendment (Attachment "B") to
the serv ice agreement w ith Red 88 Media (Attachment "B") for a term of one year
with the option to extend by mutual agreement of the parties , in writing , for an
additional period of two years .
3. On February 14 , 2018 , City received a letter from Red 88 Media with a breakdown of
cost for renewing the v ideo production , re cording , editing and support services for
the next fiscal year (FY) (Attachment "C") with no increase in fees .
City Council
May 21, 2019
Page 2 of 3
4 . On March 6 , 2018, City Council approved the Second Amendment to the service
agreement with Red 88 Media (Attachment "B") for a term of one year . This is the
first of the two year extension as allowed per the amended "Term of Agreement" of
the original contract.
5 . On February 8 , 2019, City received a letter from Red 88 Media with a breakdown of
cost for renewing the video production, recording , editing and support services for
the next fiscal year (FY) (Attachment "C") with no increase in fees .
ANALYSIS:
Red 88 Media has been providing video production , recording , editing , and support
services for the City 's Council meetings since 2016 . These services include but are not
limited to the following :
Video Production of City Council Meetings
• Record City Council meetings ;
• Build on-air graphics ;
• Run live YouTube stream ;
• Archive each meeting on hosted webpage ;
• User interface with organized agenda items ;
• Schedule meetings on City's YouTube Channel-TCTV3 .
TCTV3 Operations
• Schedule City Council meeting video replays ;
• Schedule City 's public serv ices announcements ;
• Build and manage the City's bulletin board slides twice a month; and
• Maintain onsite equipment.
Red 88 Media continues to be reliable and responsive to the City's audio and v ideo
recording needs and they make themselves available to staff on a short notice . Based
on Red 88 Media 's satisfactory services, staff is recommending that the City extend its
contract with Red 88 Media for another year as allowed under Section 1 of the original
contract (i .e ., the contract can be extended by mutual agreement of the partie s for two
more years). Red 88 Med ia 's scope of services and compensation will remain
unchanged .
Approval of this agreement will ensure that there will not be an interruption in City
Council meeting video recording or live on-line streaming serv ice .
City Council
May 21 , 2019
Page 3 of 3
CITY STRATEGIC GOALS:
Approval of the third amendment with Red 88 Media will further the City 's Strategic Goal
of Citizen Education and Communication.
FISCAL IMPACT:
Approval of the third amendment will not have a fiscal impact on the FY 2019-20 City
Budget. Sufficient funds to cover the proposed costs will be recommended as part of
the FY 2019-20 City Budget.
ATTACHMENTS:
A. Third Amendment to the Service Agreement with Red 88 Media
B. First Amendment to the Consultant Services Agreement with Red 88 Med ia
C . Service Proposal Letter from CMF
THIRD AMENDMENT TO
AGREEMENT FOR SERVICES
by and b etween the
CITY OF TEMPLE CITY
a nd
RED88MEDIA
ATTACHMENT A
THIRD AMENDMENT TO AGREEMENT FOR SERVICES
This Third Amendment to Agreem e nt for Services, dated July 1, 20 19, is hereby entered
into by and between the CITY OF TEMPLE C ITY, a California charter c ity ("City"), and Red 88
Media, a LLC/ a Sole Proprieto r ("Service Provid e r"), as follows:
RECITALS
A. City and Service Provider entered in an Agreement for Services on June 8, 20 16
("Agreement"). The Agreement prov ides that Service Provid er will r ecord City Council
meetings, build on-air graphics, run li ve Yo uTube stream , archive each meeting o n
hosted web page, provide user interface with organized agenda items, schedule meetings
on TCTV3 (YouTube) and maintain th e C ity's bulletin board twice a month.
B . A First Amendment to the Agreement was e nt ered into o n May 2 , 2017 ("First
Amendment"). The First Amendme nt amends Section 1 "Term of Agreement" to ex te nd
th e Agreement for one year through June 30 , 2018 , with the option to extend by mutual
agreement of the parti es, in writing, for an additional pe riod of two year; amended the
total compensation to not exceed THIRTY FIVE THOUSAND AND TEN DOLLARS
($35 ,0 1 0); amended Section 16 of the Agr eement to modify the indemnification terms so
that they w ill comply with new stand ards required of th e C ity by its insurers; and finally
amended Section 17 of the Agreem ent to mod ify certain lan gu age rel ated to in su rance to
better comply with standards re quired of the C it y by its in s ure rs .
C . This Second Ame ndme nt renews th e C ity 's agreem ent w ith Consultant for services fo r
o ne year (July 1, 2018 to June 30 , 20 19) with a to tal co mpe nsati o n to not exceed
THIRTY FIVE THOUSAND AND TEN DOLLARS ($35 ,01 0).
D . This Third Amendment renews th e City's agreement with Consultant for services for o ne
year (July 1, 2 01 9 to June 30, 202 0) with a total co mp e nsation to not exceed THIRTY
FIVE THOUSAND AND TEN DOLLARS ($35 ,010).
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises m ade and recited h erein, the
parties do hereby enter into thi s Third Ame ndment whi ch modifi es a nd amends th e Agreement as
follows:
1. AMENDMENT. The Agreement i s hereb y modified and amended as fo ll ows :
1.1 TERM OF AGREEMENT. Section 1 of the Agreement ts her eb y
amended a s follows:
"The term of this Agreement shall be for one year fro m Jul y 1, 2019 to
June 30 , 2020. Subject to the prov isions of Section 20 "Terminat io n of
Agree ment" of thi s Agreement, th e scop e of serv ices set fo rth in Ex hibit
"A" "Scope of Services" s ha ll be co mpl eted pursuant to the schedule
s pec ifi ed in Exhibit "A." S hou ld the scope of serv ices n ot be completed
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pursuant t o that s chedule, t he Consultant shall be d eemed to be in Default
of this A gr eement pursuant to Section 2 1 of thi s Agre e ment. The City, in
its sole di scre ti on, may choose n o t to enfo rc e th e Default provisions of thi s
Agree ment and may in s tead allow Consultant to continue performing the
scope of services until s uch serv ices are complete."
1.2 COMPENSATION AND METHOD OF PAYMENT. Second sentence
of Sec ti o n 4 , s ubparagraph (a) of the agreement is amended to read as
follow s: T he total c o mpe nsati o n, incl uding re imbursem ent fo r actual
expenses, shall not exceed THIRTY FIVE THOUSAN D AND TEN
DOLLARS ($3 5,01 0), unl ess a dditiona l compensatio n i s approved in
wntmg in accordance w ith Section 26 "Administration and
Implemen tation" or Section 28 "Amendme nt" of th is Agreement.
2 . GENERAL PROVISIONS.
2.1 Remainder Unchanged . Except as s pec ifically m o difie d and amended in
this Third Amendment, the Agreement r emains in full force and effect and binding upo n the
parties.
2.2 Integration . This Third Amendment consists of pages l through 9
inclusive, which constitute the e ntire unders ta nding and agreement of the parties and su persedes
all negotiations or previous agree ments between the parties with respect to a ll or any part of th e
t ransacti o n di scu ssed in this Third A mendme nt.
2 .3 Effective Date. T hi s Third Amendment s hall not become effective until
the date it has been formall y approved by th e City Council and execute d by the appro priate
authoriti es of the City and Service Provider.
2.4 Applicable Law. The laws of the State of Cali fornia sh a ll govern t he
interpre ta ti on and e nforceme nt of this Third Amendment.
2 .5 References. All refe re nces to the Agreement include all their respective
terms and provisions. All defined terms utili zed in thi s Third Amendment have the same
meaning as provided in the Agreement, unl ess expressl y stated to the contrary in thi s Third
Amendment.
IN WITNESS WHEREOF, the parties heret o have e xecuted t h is Third Amendment to
the Agreement on the date and year first written a bove.
C ITY:
THE C ITY OF T E MPLE CITY
By:=---~~-=~~-----
Bryan Cook, C ity Manager
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APPROVED AS TO FORM
Greg Murphy , City Attorney
ATTEST:
. Peggy Ku o, City Clerk
NOTE:
SERVICE PROVIDER:
Name: Travis Gray
Company: Re d 88 Media
Its: Pres id ent, CEO
SERVICE PROVIDER'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 REG UL ATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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A notary public or other officer comp leting thi s certificate verifies o nly th e identity of the ind ividual who s igned
the document to whic h thi s ce rtifi cate is attac hed , and not the truthfulness, accurac , or validi of th at document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
)
)
On ________________ --~2=0~-------------------------------------------
before me,---------------------------------'
Date Name And Title Of Officer (e g ·Jane Doe, Notary Public")
personally appeared -----------------------------:--:-:-:::---:--:-----------------
Name of Signet'(s)
who proved to me on the basis of satisfactory evidence to
be the person (s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/thei r authorized capacity(ies),
and that by his/her/their signature(s) on the in strument 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 sea l.
Signature of Notary P ubl ic
OPTIONAL
Though this section is optional , completing this informati on can deter alternatio n o f the document or fraudulent
reattachment of this form to an unintended docume nt.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
0 Individual
0 Corporate Officer
Title(s)
0 Partner(s )
0 Attorney-In-Fact
0 Trustee(s )
0 Guardian/Conservator
0 Other:
Signer is representing :
Name Of Person (s ) Or Entity(ies)
0 Lim ited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
A not ar y pub lic or o th er officer co mpleting thi s certifi cate ve rifi es onl y the ide nti ty of the indi vid ual who s igned
th e do cumen t to whi c h th is ce rt ifi cate is attac hed, and not th e t ru thfu ln ess, acc urac , or va lidi of tha t doc um e nt.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
)
)
On----------------~~2=0~------------------------------------------
before me ,---------------------------------'
Date Name And Title Of Officer (e g ·Jane Doe, Notary Public")
personally appeared--------------~~~~--------~
Name of Stgner(s)
who proved to me on the basis of satisfactory evidence to
be the person (s) whose name(s ) is/are subscribed to the
within instrument and acknowledged to me that he/s he/they
executed the same in his/her/their authorized capacity(ies ),
and that by his/her/their s ign ature(s) on the instrumen t the
person(s), or the entity upon behalf of wh ich 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 officia l seal.
Signat ure of No tary Pub lic
OPTIONAL
Th ough t his section is optio nal , completing this informati on can deter alternation of the document or fra ud ulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
0 Individual
0 Corporate Officer
Title(s )
0 Partner(s)
0 Attorney-In-Fa ct
0 Trustee(s)
0 Guardian/Conservator
0 Other:
Signer is representing :
Na me Of Pers on(s ) Or Ent ity (i es)
0 Lim ited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
Title or T ype of Document
Number Of Pa ges
Date Of Document
S igner(s ) Ot her Than Na med Above
r--------------~-----
EXHIBIT "C"
INSURANCE
A. Insurance Requirements . Service Provider shall provide and maintain insurance ,
acceptable to the City , in full force and effect throughout the term of this Agreement, against claims
for injuries to persons or damages to property which may arise from or in connectio n with the
performance of the Services by Service Provider, its agents , representatives or employees.
Insurance is to be placed with insurers with a current A.M . Best's rating is an assigned policyholders '
Rating of A (or higher) and Financial Size Category Class VII (or larger).
Only the following "marked" requirements are applicable and Service Provider shall provide the
following scope and limits of insurance:
1. Minimum Scope of Insuran ce . Coverage shall be at least as broad as :
_x_ Commercial General Liability. Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001 ).
_x_ Automobile Liability. Service Provider shall maintain automobile insura nce at least as board as
Insurance Services Office form CA 00 01 covering bodily injury and property damage for all
activities of the Service Provider arising out of or in connection w ith work to be performed
under th is Agreement, including coverage for any owned , hired , non-owned or rented vehicles .
_x_ Workers ' Compensation . Workers' Compensation Insurance (Statutory Limits) and Employer's
Liability Insurance as required by the Labor Code of State of Cal ifornia covering all persons
providing Services on behalf of the Service Provider and all risks to such persons under this
Agreement.
Profess ional (Erro rs and Omissions) Liabil ity . Professional liability insurance appropriate to
the Service Provide r's profession . This coverage may be written on a "c laims made" bas is,
and must include coverage for contractual liability . The insurance must be maintained for at
least three (3) consecutive years following the comp letion of Service Provider's services or th e
termination of this Agreement. During this additional three (3) year period , Service Provider
shall annually and upon request of the City submit written evidence of this continuous
coverage .
Service Provider shall maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement. Any policy inception date , con t inuity date, or
retroactive date must be before the effective date of this agreement and Service Provider
agrees to maintain continuous coverage through a period of no less than three years after
completion of the services required by this agreeme nt.
1. Minimum Limits of Insuran ce . Service Provider shall maintain limits of insurance
no less than :
(1) Commercial General Li abi lity . $1,000 ,000 per occurrence , $2 ,000 ,000
general aggregate for bodily injury , personal injury and property damage .
(2)
each accident.
Automobile Liability. No less than $1,000 ,000 combined single limit for
(3) Workers' Compensation . Workers' Compensation as required by the
Labor Code of the State of Californ ia of not less than $1 ,000 ,000 per occurrence and Employer's
Liability Insurance with limits of at least $1,000 ,000 .
(4) Professional Liability. $1 ,000 ,000 per claim and i n the aggregate .
B. Other Provisions . Insurance policies required by this Agreement shall contain the
following provisions :
1. All Policies . Each insurance policy required by this Agreement shall be endorsed
and state the coverage shall not be suspended , voided , cancelled by the insurer or either Party to this
Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail ,
return receipt requested , has been given to City .
2 . Commercial General Liability and Automobile Liability Coverages .
(1) City , and its respective elected and appointed officers , officials , and
employees and volunteers are to be covered as additional insureds as respects: liab ility aris ing out of
activities Service Provider performs ; products and completed operations of Service Provider;
premises owned , occupied or used by Service Provider; or automobiles owned , leased, hired or
borrowed by Service Provider . The coverage shall contain no special limitations on the scope of
protection afforded to City , and their respective elected and appointed officers , officials , or
employees .
(2) Service Provider'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 .
(3) Requirements of specific coverage features or limits contained in this
Section are not intended as a limitation on coverage , lim its or other requirements , or a waiver of any
coverage normally provided by any insurance . Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not intended by any party or insured
to be all inclusive , or to the exclusion of other coverage , or a waiver of any type . If the Service
Provider maintains higher limits than the minimums shown above , the Agency requires and shall be
entitled to coverage for the higher lim its maintained by the Service Provider. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be available to
the Agency.
(4) Coverage provided by the Service Provider shall be primary and any
insurance or self-insurance or ma i nta ined by Agency shall not be required to contribute to it. The
lim its of insurance required herein may be satisfied by a combination of primary and umbrella o r
excess insurance . Any umbrella or excess insurance shall contain or be endorsed to contain a
provision that such coverage shall also apply on a primary and non-contributory basis for the benefit
of Agency before the Agency's own insurance or self-insurance shall be called upon to protect is as a
named insured .
(5) Any failure to comply with the reporting or other provisions of the
insurance policies , including breaches of warranties , shall not affect coverage provided to City , and its
respective elected and appointed officers , officials , emp loyees or volunteers .
3 . Workers' Compensation Coverage . Unless the City Manager otherwise agrees in
writing, the insurer shall agree to wa ive all rights of subrogation aga i nst City , and its respective
elected and appointed officers , officials , employees and agents for losses arising from work
performed by Service Provider.
C . Other Requirements . Service Prov ider agrees to deposit with City , at or before the
effective date of this Agreement , certificates of insurance necessary to satisfy City that the insurance
provisions of this contract have been complied with . The City may require that Service Provider
furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The
certificates and endorsements are to be signed by a person authorized by that insurer to bind
coverage on its behalf. City reserves the right to inspect complete , certified copies of all required
ins urance policies , at any time .
1. Service Prov ider shall furnish certificates and endorsements from each
SubService Provider identical to those Service Provider provides .
2 . 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 Service Provider shall procure a bond guaranteei ng payment of losses and related
investigations , claim administration , defense expenses and claims .
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Service Provider's liability hereunder nor to fulfill the indemnification prov isions and
requirements of this Agreement.
FIRST AMENDMENT TO
AGREEMENT FOR SERVICES
by a nd between the
CITY OF TEMPLE CITY
a nd
RED 88 MEDIA
Dated May 2, 2017
ATTACHMENT B
FlRST AMENDMENT TO AGREEMENT FOR SERV ICES
This Fi rs t Amendment to Agreement fo r Se r icc (''Fir st Amendmen t''), which is dated
for re fer ence as indi cated on the cove r page, is hereby entered int o by a nd be tween the C ITY OF
TEMPLE CIT Y, a Ca lifo rn ia c hart er c it y ("Ci ty'} and Red 88 Media , a LLC / a Sole Propriet o r
("Service Pr ov id er ''), as fo li o ' s:
RECITAL
A. City and Se rvi ce Pro ide r e ntcn:d in an Agreement for erv ices on Jun e 8. 20 16
(''Agree me nt"). T he Agreeme nt pr ov id es that Serv ice Prov ider wi l l record City Counc il
mee t ings, bu ild on-ai r grap hi cs, run live YouTub e st rea m , arc hi ve each mee tin g o n
hosted web page , provide use r in terfa ce wi th orga ni zed age nd a it e ms, sc hed ul e meeti ngs
o n TCTV3 (Yo uT u be) and ma intain the Ci ty's bu ll etin boa rd twice a month .
B. This Firs t Amendm e nt a mend s Sec ti on I .. Term o f Agreeme nt .. to ex tend the term fo r
o ne year thro ug h J un e 30, 2018 , w ith the opti on to exte nd by mutu al agreement of the
part ie s . in wr it ing , for an additiona l peri od o ft\ o yea r.
C. Th is First Am endment a lso a me nd s Secti on 16 of the Agreeme nt to modify the
indemni fi ca ti o n te rm s so that the y w ill comp ly wi th new standards required of the C it y
by its ins urers .
D. Thi s First Amendment final ly a mend s Section 17 o r the Ag reement to modify cert a in
la ng uage re lated to insu ra nc e to better comply w ith st and a rds requ ired of the City by it s
in surers.
OPERATIVE PROYI IO NS
OW, T II EREFORE , in co ns id e rati on o f the promises made and rec ited here in , the
parties do he reby e nt er int o thi s Fi rst A mendm en t ' hi ch modifi es and a mend s th e Agreement as
fo ll ows:
I . AMENDMENT. The Agreemen t is hereb y mod i fied and ame nded as follows:
1.1 TERM OF AG REEMENT.
amended as fol lows :
ec t io n I of th e Agreement 1s hereby
·'The term o f th is Ag ree me nt shall be th rough June 30, 20 18 . subjec t to
earl y termination as prov id ed in ec ti o n 20 "Te rmination o f Agreeme nt "
of thi s Ag ree me nt. Th e term ma y be ex tended by mutua l agreement o f the
part ies memo ria li zed in a\ ritten a mendment to thi s Ag reeme nt."
1.2 Ind emnification. Secti on 16 of the Agree me nt is hereby amend ed to read
as fo llows:
(a ) Wh ere the law
es t ablis hes a profess ional standard of care for erv ice Prov ider's services,
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to th e ful le st ex tent permitted by law, Serv ice Provide r s hall indemnify.
pro tect , defend and ho ld harml ess Cit y and any a nd a ll of its offic ials,
emplo yees and agent s (''Indemnified Parties .. ) fro m and against any and
a ll liability (in cl udin g liabil it y for c laims, s uits, action s, arbitra ti o n
proceedings, ad mini str ati ve proceed in gs , regul a tory proceedin gs, lo s es,
expenses or cos ts of any kind , whet her acwa l, al leged or threatened ,
inclu ding ano me ys' fees and cos ts. co urt costs, interes t, defe nse costs, and
expert'" itn css fees) a ri se o ut of. a re a con sequence of, o r are in any' ay
attributable to, in who le o r in pa n , any ne g li ge nt o r wro ngfu l act. error o r
om ission of Se rvice Prov ider. or by any indi v idu al or entity for wh ich
Servi ce Pro ider is le gally liable , inc ludin g but no t limit ed to office r ,
agent s, e mpl oyees o r s ub-ervice Pro vid ers o f Se rv ice Prov ide r. in the
performance o f pr o fe ss iona l se rvices under thi s Agreement.
(b) Indemnifi ca ti o n fo r Oth er th an Pr o fe ss iona l Liabilit v.
Other th an in the perfo rm ance o f pr ofess io na l ser v ices and to th e ful l
ex tent permitted by law , Service Provider sha ll indemnify, protect. defe nd
and ho ld harm le ss Cit y. and any and all of it s e mpl oyee s, officia ls and
agent s from and against any li ab ility (i ncluding li ab ilit y for claims, suits,
acti ons, arbitrati o n pr oceedi ngs, administrati ve proceedin gs. regulato ry
proc eedin gs, losses, expen ses o r cos ts of any kind , whe ther ac tu al, a ll eged
or threate ned , includin g a tt o rne ys' fee s and costs , co urt cos ts, int e rest,
defense costs, and expert wi tn ess fees), where the sa me arise out of, are a
consequence o f, o r arc in any way attributabl e to, in who le o r in part, the
pe rfo rm ance of thi s Agreement by ervic e Prov ider or by any individual
or ent it y fo r whi c h Service Prov id e r is lega ll y li a ble, inclu ding but not
limited to o fficers , agents, empl oyees or s ub-erv ic e Pr ovide rs o f Serv ice
Pr ovi d er.
(c) Ind emn i ficat ion from Sub-Service Prov id ers. Service
Pr ovider ag re es to obtain execu ted indemnity ag ree ment s with provi s ions
id en ti ca l to th os e set fo rth in thi s section from eac h and every Sub-Service
Provider o r any other perso n or en tit y invo lved by, for , with o r o n behalf
of Service Provide r in the performa nce o f thi s Ag reement naming th e
Indemnifi ed Parties as add iti o nal ind emnitees. In the event Service
Provider fai ls to o btain such indemnity o bli gati o ns from oth ers as requ ired
herein. Service Provid e r agrees to be full y re s ponsib le according to the
terms of thi s section . Failure of C it y to mo n ito r comp li ance wi th th ese
requ irements imposes no addi ti o nal o bligati ons on C it y and will in no way
act as a waiver of any ri ght s hereu nd er . This ob l igat io n to indemn ify and
defend Cit y as se t fo rth here in is binding o n th e succe sso rs, assigns or
heirs of Servi ce Prov id e r and shal l s urvive the te rmin a t ion of this
Ag ree ment or thi s secti on.
(d) Limitati o n of In de mnific a tio n. otwith s ta nd in g any
pr ov ision o f this sec ti o n to th e co ntrary, design profess io nals are require d
to defend and ind emnify th e Cit y o nl y to th e extent pe rmitt ed by Civi l
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Co d e Sec t ion 278 2.8, whi c h li mits the li a bilit y of a des ign pr ofessiona l to
claim s, s uit s, ac ti o ns, arbitrati on procee din gs. adm ini strati ve proceed in gs,
re g ulato ry proc eedin gs, losses , ex pen ses o r costs th at ar ise o ut of, pe rt ain
to, o r rela te t o the negli ge nce, rec k less ne ss, o r w illful mi sco ndu ct of th e
d es ign pr o fess io na l. Th e te nn ·'d e ig n pro fess io nal," as defin ed in ect io n
27 82.8. is limit ed to li ce nsed arc hit ect s, li ce nsed la nd scape arc hit ects,
re g is te red pro fess ion a l e ngi neers. professiona l la nd s ur veyors, a nd the
bu s in ess e nt iti es that o ffe r suc h se rv ice s in accorda nce with th e app l icab le
provis ions of the Ca li fo rni a 13u s in ess and Pr ofess ions Co de.
(e) C it y's e gl ige nce . The prov is ions o f thi s secti on do not
appl y to c la im s occ urrin g as a res ult o f C it y's so le neg ligence. The
prov is ions of thi s se c ti o n s ha ll no t re lea se C it y fro m li a b il it y a r is ing fr om
gross neg li ge nce or willful ac ts or o mi ss ions o f Ci ty o r an y a nd a ll of it s
offi c ia ls, emp loyee s a nd age nt s.
1.3 Insuran ce. Sec ti o n 17 o f th e Ag ree me nt is he re by a me nd ed as fo llows:
Service Prov ide r agrees to o bt a in a nd mai nta in in full fo rce a nd e ffec t d ur ing th e
te rm o f th is Ag reem en t the in s uran ce po li c ies se t fo rth in Ex h ibit "C'' "In su rance " and
made a pa rt o f th is Ag ree me nt . /\II in su ra nce po lici es sha ll be s ubj ect to approva l by
Ci ty as to form an d co nt e nt. The s e requi re me nt s a re su bj ect to a mendment o r waive r if
so a ppro ved in wr itin g by th e C ity Ma na ge r. Se r vice Pr ov id e r agrees to provide Ci ty
v ith co pi es o f requ ir ed policies up on requ e l.
2. GENERAL PROVISIONS.
2.1 Remainder Unc han ged . Exce pt as spec ifi cal ly mo d ifi ed a nd amended in
thi s Fi rs t A me ndm e nt, th e Agree me nt rem ai ns in fu ll force a nd effect a nd bindi ng upon th e
part ies.
2.2 Int egratio n . This First Ame ndm ent c o ns ist s o f pa ges I through _
inclu s ive, w hi c h co ns tit ut e th e en t ire und e rsta ndin g and ag reem ent of the pa rti es an d s upe rse des
all ne go ti at io ns o r previ ous agree ment s bet wee n th e parti es with respect to a ll or a ny part of th e
tran s ac ti o n d is cu ss ed in thi s Fir st Ame ndm e nt.
2.3 Effective Date. Thi s First Ame ndment s ha ll not beco me effec t ive unt i l
th e date it has been fo rm a ll y approve d by th e Ci t y Co un c il and execu ted by th e app ropr iate
a uth oriti es o f th e C it y and Serv ice Prov id er .
2.4 Appl icab le Law . Th e fa , s or th e Sta te of Cal i fo rni a sha ll govern the
interpretat io n a nd enfo rce men t ofthi Firs t A me nd ment.
2.5 Reference . /\II re fe rences to th e Agreeme nt inc lud e all th e ir respective
te rms a nd prov is io ns. A ll de fin e d term s utili zed in thi s Fir st Am e ndm e nt have the sa me mea nin g
as prov id ed in th e A g reem ent. un less ex pr ess ly sta ted to th e co ntr a ry in th is f-ir s t A me nd me nt.
-4-
IN WIT NESS WH EREOF, the parties heret o have executed thi s First Amendment to
th e Agreeme nt o n th e da le and yea r fir st wr itt e n ab ove.
ATTEST:
A PPR OVED AS TO r:ORM
CITY:
THE C ITY OF T EMPLE CITY
B y~ Br ya n ~it yrvtanagCf
SERVI CE PROVIDER:
~ Pc/ ;;}: Jrr...?/: --;'(
s y:--r-_,_fi'1----L..-, _/;l_r_~ __ S;::/=----
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a me :._~__:.___,r!...-..=....~.:...:,;:::_•:.._'......:.> _ ___:~~t1 ~n:..;;Y'!:..__
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Title : 0 v !:].A. c
By: ____________ _
a rne: __________ _
-5-
NOTE:
Ti tl e: _________ _
SERV I CE PROV I DER'S S I GNATURES SHALL BE DULY NOTARIZED,
AND APP R OPRIATE ATTESTAT I ONS S H ALL BE I NCLUDED A MAY
BE REQUIRED BY THE BYLAWS , ARTICLES OF INCORPORAT ION ,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER 'S BUSINESS ENTITY .
-6-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the i dentity of the i ndivi dual who
signe d t he document, to w h ich th is certificate is attached, and not the truthfulness, accuracy, or validity
of that docu ment.
State of California }
County of Los Angeles
on Ju uE l , 2or"1 before me, ___;:J::....:l_LU_;_Prt0 ___ ~_v,.;_E_l_,L,_~ __ '-(---!.--lp_u_&_L_\_C __
Insert Name of Notary Public and Tttle)
personally appeared ~~~~~~~~~~~~~'~~~~~~~~~~~~~~~~~~~~~~~
JI LLIAN NUNEZ
Notaty Pui>H~ • CallfOfnl l
Lot AnoN• County
Co"""'ulon II 21477 61
Ill COIMI . El lrtt Mar 28 . 202 0
Place Notary Seal Above
w ho proved to m e on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that
he/she/they executed the same in h i s/her/their
authorized capacity(i es), and that by h i s/her/their
signature(s) on the instrument the person (s), or the
entity upon behalf of which the person (s) acted,
executed the i nstrument.
I certify unde r PENALTY OF PERJURY under the laws of
the State of California that the forego ing paragraph is
true and corr~c.t ..-
ea l.
---------------------------OP nONAL----------------------------
Though the information is not required by law, it may prove valuable to persons relying on the document and co uld
prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title ofType of Document :~~~~~~-~~~~~~~~~~~~~~~~~~~~~~~~~~~~
DocumentDate:~------------------------------------Number o f Pages: -------------
Sig ner(s) Other Than Named Above : ------------------------------------------------------~
Capaci ty(ies) Cla i med by Signer(s)
Signer's Name : -------------------~
0 Individu al
0 Corpor ate Officer-Title(s): ------~
0 Partne r 0 Lim ited 0 General
0 Attorney in Fact
0 Trustee
0 Guardian or Conservator
0 Other :--------~
S igner is Representing : _______ __
... ~--
Signer's Name :--------------------------
0 Individual
0 Corpora t e Officer-Title (s): --------
0 Partner 0 Lim ited 0 General
0 Atto rney in Fact
0 Trustee
0 Guardian or Conservator
0 Other : ------------------
Signer IS Representrn g : ____ _
... ~ .....
...... , ......•..... ( J ft ':O I&I Ut t•bn u 1'1 11 <, ~(1~0
~ rl...u.t~·cm ,·~,~~t'l ;
r '>~ vu-''''' Cl1'hll~ ' 1 io'Citi.' b"l'l•' '' tOt •"'
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EXHIBIT "C"
INSURANCE
A . Insurance Requiremen ts . Service Provider shall provid e and mainta in in surance .
acceptable to the City, in full force and effect throughout the term of this Agreement, against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the Services by Service Prov ider, its agents , representatives or employees.
Insurance is to be placed with in surers with a current A.M . Best's rating is an assigned poli cyholders '
Rating of A (or higher) and Financial Size Category Class VII (or larger).
Only the follow in g "marked " requ irements are appl icable and Serv ic e Provider shall provide the
following scope and l imits of insurance :
1. Minimum Scope of Insurance . Coverage shall be at least as broad as :
Commercial General Liabil ity . In surance Services Office form Commercial General Li ab ility
coverage (Occurrence Form CG 0001 ).
Automobile Liability. Service Provider shall mainta in automobile insurance at least as board as
Insurance Services Office form CA 00 01 coveri ng bodily injury and property damage for a ll
activ ities of the Service Provid er arising out of or in connection with work to be performed
under th is Agreement , including coverage for any owned , h ired , non -owned or rented vehicles .
Workers ' Compensation . Workers' Compensation Insurance (Statutory Limits) and Employer's
Liability I nsurance as requ ired by the Labor Code of State of California coverin g all persons
provid ing Services on be half of the Service Provider and all risks to such persons under th is
Agreement.
Profess ional (Errors and Omiss ions) Liabil ity . Professional liability insurance appropriate to
the Service Prov ider's profess ion . Th is coverage may be written on a "cla ims made" bas is ,
and must incl ude coverage for contractual l iability . The in surance must be ma intained for at
least three (3) consecutive years following the completion of Service Provider's services or the
termination of this Agreement. During this additional three (3) year period , Service Provider
shall annually and upon request of the City submit written evidence of this continuous
coverage .
Service Provider shall ma intain professional liability insurance that covers the Services to be
performed in connection with this Agreement. Any policy inception date , continuity date, or
retroactive date must be before the effective date of this agreement and Service Provide r
agrees to m a intain cont inu ous coverage through a period of no less than three years afte r
completion of the services requ ired by this agreement.
1. Minimum Lim its of Insurance . Service Prov ider shall maintain limits of insurance
no less than :
(1) Commercial Genera l Li ability. $1 ,000 ,000 per occurrence , S2 ,000,000
general aggregate for bodily injury , personal injury and property damage .
(2)
each accident.
Automob ile Liability . No le ss than $1 ,000 ,000 comb ine d single limit for
(3) Workers' Compensation . Workers' Compensation as required by the
Labor Code of the State of Californ ia of not less than $1 ,000 ,000 per occurrence and Employer's
Liability Insurance with limits of at least $1 ,000 ,000.
(4) Professional Liability. $1 ,000 ,000 per cla im and in the aggregate .
B . Other Provisions . Insurance policies required by th is Agree ment shall contain the
following prov is i ons :
1 . All Policies . Each ins urance policy required by th is Agreement shall be endorsed
and state the coverage shall not be suspended, vo ided, cancelled by the insurer or either Party to this
Agreement, reduced in coverage or in limits except after 30 days' prior written notic e by cert ified ma il,
return rece ipt requested , has been given to City .
2 . Commercial Genera l Liability and Automobile Liability Coverages .
(1) City, and its respective elected and appo inted officers , officials , and
employees and volunteers are to be covered as add iti onal in sureds. as respects : liabili ty ari s ing out of
activities Service Provider performs; products and completed operations of Service Provider;
premises owned , occupied or used by Service Provider; or automobiles owned , leased , hired or
borrowed by Service Provider. The coverage shall contain no special limitatio ns on the scope of
protection afforded to City , and the ir respect ive elected and appointed officers, offic ials , or
employees .
(2) Service Provider's insurance shall apply separately to each insured
against whom cl a im is made or suit is brought , except w ith respect to the lim its of the insurer's
li abili ty .
(3) Requ irements of specific coverage features or lim its contained in th is
Section are not intended as a limitation on coverage , limits or other requ irements , or a waiver of any
coverage normally provided by any insurance . Specific reference to a g iven coverage feature is for
purposes of clarifi cation only as it pertains to a g iven i ssue and is not in tended by any party or insured
to be all inclusive , or to the exclu s ion of other coverage , or a wa iver of any type. If the Service
Provider maintains higher limits than the minimums shown above , the Agency requires and shall be
entitled to coverage for the h igher lim its maintained by the Service Provider. Any available insurance
proceeds in excess of the spe cified minimum lim its of insurance and coverage shall be ava ilable to
the Agency.
(4) Coverage provided by the Service Provider shall be primary and any
insu rance or self-insurance or maintained by Agency shall not be required to contribu te to it. The
limits of insurance required herein may be satisfied by a combination of primary and umbrella o r
excess insurance . Any umbrella or excess insurance shall conta in or be endorsed to contain a
provision that such coverage shall also apply on a primary and non-contribu tory bas i s for the benefit
of Agency before the Agency's own insurance or self-insurance shall be called upon to protect is as a
named insured .
(5 ) Any failure to comply with the reporting or other prov1s1ons of the
insurance policies , including breaches of warranties , shall not affect coverage provided to City , and its
respective elected and appo in ted officers , officia ls , employees or volunteers .
3. Workers' Compensation Coverage . Unless the C ity Manager otherwi se agrees in
writing , the insurer shall agree to waive all r ights of subrogation aga inst City, and its respective
elected and appo inted officers , officials , employees and agents for lo sses arisin g from work
performed by Service Prov ider.
C . Other Requirements . Service Prov id er agrees to deposit with City , at or before the
effective date of th i s Agreement , certifi cates of insurance necessary to satisfy Ci ty that the in surance
provisions of th is contract have been comp lied with . The City may require that Service Provider
furnish City with copies of original endorsements effecting coverage required by th is Exh ibit uC". The
certificates and endorsements are to be signed by a person authorized by that insurer to b ind
coverage on its behalf. City reserves the right to in spect complete , cert ified cop ies of all required
in surance pol icie s, at any time .
1. Service Provider sha ll furnish certificates and endorsements from each
subService Provider identical to those Service Provider provides .
2 . Any deductibles or self-insured retentions must be declared to and approved by
City . At the option of City , either the in surer shall reduce or eliminate such deductib les or self-insured
retentio ns as respect s City or its respective elected or appointed officers , officia ls , employees and
vo lu nteers or the Serv ice Prov ider sha ll procure a bond guaranteeing payment of losses and related
in vestigations , cla im administration , defense expenses and claims .
3 . The procuring of such required policy or policies of insurance shall not be
construed to limit Service Provider's li ab il ity hereu nder nor to ful fill the i ndemn if ication provis ions and
requirements of th is Agreement.
Video Production, Recording, Editing,
& Support Services Cost Proposal
City of Temple City
02 .27.19
Prepared for:
Peggy Kuo
City Clerk
Contact:
Trav is Gray
travisgray@red88medja com
Owner
626.386.8245
600 Parkrose Ave.
Monrovia , CA 91016
\fW{W Red88Media com
-·~----
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Fees -Retained
2
Video Roduction of City Council Meetings
Record 24 Council Meetings a year, build on-air graphics, run live You Tube stream, archive each
meeting on hosted webpage, user interface 'Nith organized agenda items, schedule meetings
onTC1V3.
TC1V 3 Operations
Schedule all City Council Meetings, PSAs, any other government content util izing the c ities
equipment, build and manage the City Connect Feed (Bulletin Board Slides) t'Nice a month, and
maintain onsite equipment.
Grand Total
$924.30
I per Meeting
$600
I per Month
$29,383.20
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Fees -Add-ons
Video Production SeNices
Single Camera Event utilizing 1 camera, digital audio recorder, basic opening and closing
graphics, music, and single post to YouTube/Facebook (4 hour minimum}
2 Multi Camera Event utilizing 3+ cameras. switcher. digital audio and video recorder, cables,
basic opening and closing titles, music, and single post to You Tube (4 hour minimum}
3 Audio I Visual Services (add-on}
4
Be on call for any special events or meetings that require assistance to City Staff in regards to
Audio equipment or Visual presentations.
Emergency Media SeNices (add-on}
Be on call in the case of an emergency to give support to City Staff. Take over social media
networks if need be to give information to the community. Shoot and Record video, aud io , or
images as needed at the EOC or in the field for immediate posting.
$480
I per Event
$1,585
I per Event
$55-$125
I per Hour
$75
I per Hour
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Event Coverage Rate Sheet
3
Single Camera Event
Camera Operator I Director
DSLR I iPad Rig I ENG Camera, Wireless Audio
Audio Digital Recorder, Travel Expenses
Video Editor
Basic Opening and Closing Titles,
Lower 3rds, Cataloge Background Music,
Single post to You Tube. 1 Non-Menu DVD
Multi Came ra Event
Camera Operators
Producer I Te chnical Director
Equi pment Package : Cameras, Switcher, Camera Audio,
Digital Audio and Video Recorder. Cable ,
Mise Equipment, Local Travel Expenses, Insurance
Video Edi tor
Basic Opening and Closing Trt.les,
Lower 3rds, Cataloge Background Music,
Single post to You Tube, 1 Non-Menu DVD
$65 hr
$55hr
$55 hr
$75 hr
$350
$55 hr
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City of Temple City and Video A-oductton. Recordtng, Edittng, & Support Services A-oposal 02.27. 19
It continues to be a fun creative experience to work with the City ofTemple City, to give
the community transparency through forms of media. I'm very proud of what we have
accomplished so far and am excited to push forward progressively with you. Thank you for
giving us the opportunity to be your partner in this. Let's keep having fun together!
Travis Gray
Founder/Owner
626.386.8245 (Direct)
travisgray@red88media.com
5
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City of Temple City and Video R-oduction, Recording, Editing, & Support Services R-oposal 02.27.19 I 6
Thank you.
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