HomeMy Public PortalAbout05) 7D Red 88 Media OnCall Services_Staff ReportMANAGEMENT SERVICES DEPARTMENT
MEMORANDUM
DATE: August 4, 2020
TO: The Honorable City Council
FROM: Bryan Cook, City Manager
Via: Brian Haworth, Assistant to the City Manager
By:
SUBJECT: ON-CALL VIDEO PRODUCTION SERVICES
RECOMMENDATION:
The City Council is requested to:
1.Approve a professional services agreement with Red 88 Media f(Attachment "A)
or on-call video production services in an amount not to exceed $24,999; and
2.Authorize the City Manager to execute the agreement.
BACKGROUND:
1.Since 2016, Red 88 Media has provided video production services to the City. Their
contract requires the coordination and broadcast of Council meetings, and
maintenance of the City’s cable and YouTube channels.
2.Over the past few years, Red 88 Media has provided additional video production
services—beyond its initial scope—for City public service announcements and other
initiatives. Recent work samples include the EatTC and CommuniTC web series,
both of which were successful in building local awareness and furthering the reach of
the City’s social media accounts.
3.In April 2020, Council approved a three-year service contract with Red 88 Media for
continued baseline video production services (i.e., those identified in Item 1 of this
section, otherwise known as “baseline services”). Specified virtual services were
excluded from the contract given its multi-year duration, and unknown COVID-19
variables related to city finances and virtual programming needs.
AGENDA
ITEM 7.D.
City Council
August 4, 2020
Page 2 of 2
ANALYSIS:
As the countywide safer-at-home order continued past May, staff collaborated with Red 88
Media to help bridge the social distancing gap between City Hall and the community.
Recent efforts include Council’s congratulatory (video) message to the Class of 2020, and
the filming and virtual programming of this year’s summer concert series.
With increased uncertainty over the COVID-19 crisis, staff is continuing to look at ways to
further both virtual programming and community engagement. Tentative plans currently
include virtual neighborhood watch meetings, a revamped citizen’s academy, and the
Temple Sixty video series (commemorating the City’s 60th anniversary), all which could
see launches by early September.
Assistance with these and future virtual initiatives will require video production and post-
production services, depending on format and objective. Approval of the on-call services
agreement with Red 88 Media will help staff produce and broadcast these events, e.g.,
coordinating real-time streaming, incorporating visual exhibits, and finalizing archival
videos. Previous costs charged by Red 88 Media average upwards of $2,000 per video for
production and post-production services.
Approval of the requested on-call services agreement will assist staff in continuing virtual
programming through the remaining fiscal year. It also leverages Red 88 Media’s current
baseline services contract to provide the City with a continuum of video production needs.
CITY STRATEGIC GOAL:
Actions contained in this report align with the strategic goals of citizen engagement and
good governance.
FISCAL IMPACT:
None; budgeted funds are available. All on-call services and associated expenditures
will require the City Manager’s review and approval. Where applicable, some costs may
be reimbursed under the federal CARES Act.
ATTACHMENT:
A.Professional Services Agreement
ATTACHMENT A
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
RED 88 MEDIA,
a limited liability corporation
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
RED 88 MEDIA
This Agreement for Services (“Agreement”) is entered into as of this 5th day of August, 2020
by and between the City of Temple City, a municipal corporation (“City”) and Red 88 Media, a limited
liability corporation (“Service Provider”). City and Service Provider are sometimes hereinafter
individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A. City has sought performances of the services defined and described particularly in
Section 2 of this Agreement.
B. Service Provider, following the submission of a proposal for the performance of the
services defined and described particularly in Section 2 of this Agreement, was selected by the City to
perform those services.
C. Pursuant to the City of Temple City’s Municipal Code, City has authority to enter into
this Services Agreement and the City Manager has authority to execute this Agreement.
D. The Parties desire to formalize the selection of Service Provider for performance of
those services defined and described particularly in Section 2 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 here and other consideration, the value and adequacy of which are hereby
acknowledged, the Parties agree as follows:
1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the
Term of this Agreement commences on the date first ascribed above and terminates on July 1, 2021.
2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set forth in Exhibit
“A” “Scope of Services” (hereinafter, the “Services”) and made a part of this Agreement by this
reference.
(b) Schedule of Performance. The Services shall be completed pursuant to the schedule
specified in Exhibit “A.” Should the Services not be completed pursuant to that schedule, the
Service Provider shall be deemed to be in Default of this Agreement. The City, in its sole
discretion, may choose not to enforce the Default provisions of this Agreement and may
instead allow Service Provider to continue performing the Services.
3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection with its
performance of this Agreement that are in addition to or outside of the Services unless such
additional services are authorized in advance and in writing in accordance with Section 26
“Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when
such additional work is authorized, such additional work shall be deemed to be part of the Services.
4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Service
Provider the amounts specified in Exhibit “B” “Compensation” and made a part of this
Agreement by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed twenty-four thousand nine hundred and ninety-nine dollars
($24,999), unless additional compensation is approved in writing in accordance with Section
26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement.
(b) Each month Service Provider shall furnish to City an original invoice for all work
performed and expenses incurred during the preceding month. The invoice shall detail
charges by the following categories: labor (by sub-category), travel, materials, equipment,
supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the
following categories: labor, travel, materials, equipment and supplies. If the compensation set
forth in subsection (a) and Exhibit “B” include payment of labor on an hourly basis (as opposed
to labor and materials being paid as a lump sum), the labor category in each invoice shall
include detailed descriptions of task performed and the amount of time incurred for or allocated
to that task. City shall independently review each invoice submitted by the Service Provider to
determine whether the work performed and expenses incurred are in compliance with the
provisions of this Agreement. In the event that no charges or expenses are disputed, the
invoice shall be approved and paid according to the terms set forth in subsection (c). In the
event any charges or expenses are disputed by City, the original invoice shall be returned by
City to Service Provider for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Service Provider
which are disputed by City, City will use its best efforts to cause Service Provider to be paid
within forty-five (45) days of receipt of Service Provider’s correct and undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this Agreement shall not
be deemed to waive any defects in work performed by Service Provider.
5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider’s work under this Agreement,
either during performance or when completed. City shall reject or finally accept Service Provider’s
work within sixty (60) days after submitted to City. City shall reject work by a timely written
explanation, otherwise Service Provider’s work shall be deemed to have been accepted. City’s
acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such
gross mistakes as amount to fraud. Acceptance of any of Service Provider’s work by City shall not
constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16
“Indemnification” and Section 17 “Insurance.”
6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files and other documents prepared, developed or discovered by Service
Provider in the course of providing the Services pursuant to this Agreement shall become the sole
property of City and may be used, reused or otherwise disposed of by City without the permission of
the Service Provider. Upon completion, expiration or termination of this Agreement, Service Provider
shall turn over to City all such original maps, models, designs, drawings, photographs, studies,
surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any maps,
models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files
or other documents prepared, developed or discovered by Service Provider in the course of providing
the Services pursuant to this Agreement, Service Provider’s guarantees and warranties in Section 9
“Standard of Performance” of this Agreement shall not extend to such use of the maps, models,
designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other
documents.
7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records demonstrating or
relating to Service Provider’s performance of the Services. Service Provider shall maintain any
and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or
records evidencing or relating to work, services, expenditures and disbursements charged to
City pursuant to this Agreement. Any and all such documents or records shall be maintained
in accordance with generally accepted accounting principles and shall be sufficiently complete
and detailed so as to permit an accurate evaluation of the services provided by Service
Provider pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of this Agreement and to the extent
required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to this section
shall be made available for inspection, audit and copying, at any time during regular business
hours, upon request by City or its designated representative. Copies of such documents or
records shall be provided directly to the City for inspection, audit and copying when it is
practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents
and records shall be made available at Service Provider’s address indicated for receipt of
notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be
maintained pursuant to this section may be lost or discarded due to dissolution or termination
of Service Provider’s business, City may, by written request, require that custody of such
documents or records be given to the City. Access to such documents and records shall be
granted to City, as well as to its successors-in-interest and authorized representatives.
8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent contractor and
not an officer, employee or agent of City. Service Provider shall have no authority to bind City
in any manner, nor 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.
(b) The personnel performing the Services under this Agreement on behalf of Service
Provider shall at all times be under Service Provider’s exclusive direction and control. Neither
City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall
have control over the conduct of Service Provider or any of Service Provider’s officers,
employees, or agents except as set forth in this Agreement. Service Provider shall not at any
time or in any manner represent that Service Provider or any of Service Provider’s officers,
employees, or agents are in any manner officials, officers, employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider’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. Service Provider expressly waives any claim Service Provider
may have to any such rights.
9. STANDARD OF PERFORMANCE.
Service Provider 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. Service Provider shall at all times faithfully, competently and to the best of
its ability, experience and talent, perform all Services. In meeting its obligations under this
Agreement, Service Provider shall employ, at a minimum, generally accepted standards and
practices utilized by persons engaged in providing services similar to the Services required of Service
Provider under this Agreement. In addition to the general standards of performance set forth this
section, additional specific standards of performance and performance criteria may be set forth in
Exhibit “A” “Scope of Work” that shall also be applicable to Service Provider’s work under this
Agreement. Where there is a conflict between a general and a specific standard of performance or
performance criteria, the specific standard or criteria shall prevail over the general.
10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.
Service Provider shall keep itself informed of and comply with all applicable federal, state and
local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this
Agreement. Service Provider shall obtain any and all licenses, permits and authorizations necessary
to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed
boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of
any failure of Service Provider to comply with this section.
11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing wage laws do not
apply to this Agreement because the Agreement does not involve any of the following services
subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated
thereunder: Construction, alteration, demolition, installation, or repair work performed on public
buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public
funds. In this context, “construction" includes work performed during the design and preconstruction
phases of construction including, but not limited to, inspection and land surveying work.
12. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, against any person on the basis of race,
color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or
marital status in connection with or related to the performance of this Agreement.
13. UNAUTHORIZED ALIENS.
Service Provider 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 Service Provider so
employ such unauthorized aliens for the performance of the Services, and should the any liability or
sanctions be imposed against City for such use of unauthorized aliens, Service Provider 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.
14. CONFLICTS OF INTEREST.
(a) Service Provider 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 Service Provider’s performance of the
Services. Service Provider 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 City Manager. Service Provider
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.
(b) City understands and acknowledges that Service Provider is, as of the date of execution
of this Agreement, independently involved in the performance of non-related services for other
governmental agencies and private parties. Service Provider is unaware of any stated position
of City relative to such projects. Any future position of City on such projects shall not be
considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Service Provider will, perform non-related
services for other governmental agencies and private Parties following the completion of the
Services under this Agreement. Any such future service shall not be considered a conflict of
interest for purposes of this section.
15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in performance of
this Agreement shall be considered confidential, unless such information is in the public
domain or already known to Service Provider. Service Provider shall not release or disclose
any such information or work product to persons or entities other than City without prior written
authorization from the City Manager, except as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall not, without
prior written authorization from the City Manager or unless requested by the City Attorney of
City, voluntarily provide 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 Service
Provider gives City notice of such court order or subpoena.
(c) If Service Provider, or any officer, employee, agent or subcontractor of Service Provider,
provides any information or work product in violation of this Agreement, then City shall have
the right to reimbursement and indemnity from Service Provider for any damages, costs and
fees, including attorneys fees, caused by or incurred as a result of Service Provider’s conduct.
(d) Service Provider shall promptly notify City should Service Provider, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the
work performed thereunder. City retains the right, but has no obligation, to represent Service
Provider or be present at any deposition, hearing or similar proceeding. Service Provider
agrees to cooperate fully with City and to provide City with the opportunity to review any
response to discovery requests provided by Service Provider. However, this right to review
any such response does not imply or mean the right by City to control, direct, or rewrite said
response.
16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a professional
standard of care for Service Provider’s services, to the fullest extent permitted by law, Service
Provider shall indemnify, protect, defend and hold harmless City and any and all of its officials,
employees and agents (“Indemnified Parties”) from and against any and all liability (including liability
for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees
and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act,
error or omission of Service Provider, or by any individual or entity for which Service Provider is
legally liable, including but not limited to officers, agents, employees or sub-contractors of Service
Provider, in the performance of professional services under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than in the performance of
professional services and to the full extent permitted by law, Service Provider shall indemnify, protect,
defend and hold harmless City, and any and all of its employees, officials and agents from and
against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged
or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert
witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in
whole or in part, the performance of this Agreement by Service Provider or by any individual or entity
for which Service Provider is legally liable, including but not limited to officers, agents, employees or
sub-contractors of Service Provider.
(c) Indemnification from Subcontractors. Service Provider agrees to obtain executed
indemnity agreements with provisions identical to those set forth in this section from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of Service Provider in
the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the
event Service Provider fails to obtain such indemnity obligations from others as required herein,
Service Provider agrees to be fully responsible according to the terms of this section. Failure of City
to monitor compliance with these requirements imposes no additional obligations on City and will in
no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set
forth herein is binding on the successors, assigns or heirs of Service Provider and shall survive the
termination of this Agreement or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this section to the
contrary, design professionals are required to defend and indemnify the City only to the extent
permitted by Civil Code Section 2782.8, which limits the liability of a design professional to claims,
suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the design professional. The term “design professional,” as defined in Section 2782.8,
is limited to licensed architects, licensed landscape architects, registered professional engineers,
professional land surveyors, and the business entities that offer such services in accordance with the
applicable provisions of the California Business and Professions Code.
(e) City’s Negligence. The provisions of this section do not apply to claims occurring as a
result of City’s sole negligence. The provisions of this section shall not release City from liability
arising from gross negligence or willful acts or omissions of City or any and all of its officials,
employees and agents.
17. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the term of this
Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this
Agreement. All insurance policies shall be subject to approval by City as to form and content. These
requirements are subject to amendment or waiver if so approved in writing by the City Manager.
Service Provider agrees to provide City with copies of required policies upon request.
18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for this
Agreement. City has an interest in the qualifications and capability of the persons and entities who
will fulfill the duties and obligations imposed upon Service Provider under this Agreement. In
recognition of that interest, Service Provider shall not assign or transfer this Agreement or any portion
of this Agreement or the performance of any of Service Provider’s duties or obligations under this
Agreement without the prior written consent of the City. Any attempted assignment shall be
ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any
and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20
“Termination of Agreement.” City acknowledges, however, that Service Provider, in the performance
of its duties pursuant to this Agreement, may utilize subcontractors.
19. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and continuity of
Service Provider’s staff and subcontractors, if any, assigned to perform the Services. Service
Provider shall notify City of any changes in Service Provider’s staff and sub-contractors, if any,
assigned to perform the Services prior to and during any such performance.
20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving thirty
(30) days written notice of termination to Service Provider. In the event such notice is given,
Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time upon thirty (30)
days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation under this
Agreement, then, in addition to any other remedies, either Service Provider, or City may
terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all property
belonging exclusively to City which is in Service Provider’s possession shall be returned to
City. Service Provider shall furnish to City a final invoice for work performed and expenses
incurred by Service Provider, prepared as set forth in Section 4 “Compensation and Method of
Payment” of this Agreement. This final invoice shall be reviewed and paid in the same manner
as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.
21. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Service Provider for any work performed
after the date of default. Instead, the City may give notice to Service Provider of the default and the
reasons for the default. The notice shall include the timeframe in which Service Provider 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 Service Provider 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 Service Provider does not cure the default, the City may take
necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any
failure on the part of the City to give notice of the Service Provider’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.
22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if any, caused
by delay in performance or failure to perform due to causes beyond the control of Service Provider.
Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal,
state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes,
and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for
any delays due to such causes.
23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to City as
public records, and which are necessary for carrying out the Services shall be furnished to Service
Provider in every reasonable way to facilitate, without undue delay, the Services to be performed
under this Agreement.
24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and shall
be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt
requested, addressed as follows:
To City: City of Temple City
Attn: Bryan Cook, City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Provider: Red 88 Media
Attn: Travis Gray, CEO/Chief Strategist
600 Parkrose Ave.
Monrovia, CA 91016
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile
or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal
Service.
25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider represents and
warrants that he/she/they has/have the authority to so execute this Agreement and to bind Service
Provider to the performance of its obligations hereunder.
26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her
designated representative. The City Manager shall have the authority to issue interpretations and to
make amendments to this Agreement, including amendments that commit additional funds, consistent
with Section 28 “Amendment” and the City Manager’s contracting authority under the Temple City
Municipal Code.
27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and
assigns of the Parties.
28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing and
approved by the Service Provider and by the City. The City Manager shall have the authority to
approve any amendment to this Agreement if the total compensation under this Agreement, as
amended, would not exceed the City Manager’s contracting authority under the Temple City
Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that
the requirement for written modifications cannot be waived and that any attempted waiver shall be
void.
29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement
shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any
breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a
waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City
of any work or services by Service Provider shall not constitute a waiver of any of the provisions of
this Agreement.
30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the
State of California. In the event of litigation between the Parties, venue in state trial courts shall lie
exclusively in the County of Los Angeles, California. In the event of litigation in a U.S. District Court,
venue shall lie exclusively in the Central District of California, in Los Angeles.
31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision of
this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award
of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be
entitled.
32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final
and exclusive expression of the Parties with respect to the matters addressed therein and
supersedes all other agreements or understandings, whether oral or written, or entered into between
Service Provider and City prior to the execution of this Agreement. No statements, representations or
other agreements, whether oral or written, made by any Party which are not embodied herein shall be
valid and binding.
33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any court of
competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement
shall not be affected thereby and the Agreement shall be read and construed without the invalid, void
or unenforceable provision(s).
34. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any
Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the
terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and
year first-above written.
CITY OF TEMPLE CITY
________________________
Bryan Cook, City Manager
ATTEST: APPROVED AS TO FORM:
___________________________ ________________________
Peggy Kuo, City Clerk Greg Murphy, City Attorney
SERVICE PROVIDER:
By: ___________________________
Travis Gray, CEO/Chief Strategist
(2nd signature required if Corporation, Incorporation or Limited Liability Corporation)
By
(Authorized Officer)
Name:
Title:
NOTE: 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
REGULATIONS APPLICABLE TO SERVICE PROVIDER’S BUSINESS ENTITY.
A-1
EXHIBIT "A"
SCOPE OF SERVICES
Service Provider shall provide on-call video production and video editing services to
support the City’s virtual programming. These services shall include, but not be limited
to:
1. Video pre-production:
a. Planning and strategizing
b. Equipment rental
c. Story line development*
d. Interview questions*
e. Coordinating and scheduling of meetings and interviews
2. Video production:
a. Filming footage
b. Capturing b-roll
c. Live streaming and scheduled broadcasts
3. Video post-production:
a. Video editing
b. Titles
c. Branded graphics
d. Royalty-free background music
e. Revisions (limited to two rounds of notes)
f. Final file delivery in various formats (for different social media platforms)
4. Strategic counsel, as needed.
* In collaboration with City.
All services shall be provided on a project-by-project basis with scope, timelines and
deliverables agreed upon first and in writing by both parties.
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EXHIBIT "B"
COMPENSATION
Service Provider shall provide services in accordance with the attached fee schedule on
a project-by-project basis. All project-related costs shall not exceed a cumulative total of
$24,999 during the term of this Agreement.
Costs shall include all out-of-pocket expenses, i.e.,
Costs of copying, printing, reproduction, and sales tax.
Costs of telecommunications, facsimile, and postage and delivery services.
Subconsultant and other professional services (excluding stock video,
photography, and audio; and illustrations).
Travel expenses including airfare, parking, and mileage (at the IRS mileage
reimbursement rate).
Fees related to business licenses and insurance documents, as required by this
Agreement.
City shall compensate Service Provider for services provided under Exhibit “A” upon the
submission of a valid invoice, which is to be prepared pursuant to Section 4 of this
Agreement.
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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 connection 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 Insurance. Coverage shall be at least as broad
as:
____ Commercial General Liability. Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001).
____ Automobile Liability. Service provider shall maintain automobile insurance 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 with work to be performed under this Agreement, including coverage
for any owned, hired, non-owned or rented vehicles.
____ Workers’ Compensation. Workers' Compensation Insurance (Statutory Limits)
and Employer’s Liability Insurance as required by the Labor Code of State of
California covering all persons providing Services on behalf of the Service
Provider and all risks to such persons under this Agreement.
____ Professional (Errors and Omissions) Liability. Professional liability insurance
appropriate to the Service Provider’s profession. This coverage may be written
on a “claims made” basis, and must include coverage for contractual liability.
The insurance must be maintained 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 maintain 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 Provider agrees to maintain continuous
coverage through a period of no less than three years after completion of the
services required by this agreement.
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1. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability. $1,000,000 per occurrence,
$2,000,000 general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liability. No less than $1,000,000 combined
single limit for each accident.
(3) Workers' Compensation. Workers' Compensation as
required by the Labor Code of the State of California 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 in 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: liability arising 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, limits 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 Vendor maintains higher
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limits than the minimums shown above, the Agency requires and shall be entitled to
coverage for the higher limits maintained by the Vendor. 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 Service Provider shall be primary and
any insurance or self-insurance or maintained by Agency shall not be required to
contribute to it. The limits of insurance required herein may be satisfied by a
combination of primary and umbrella or 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, employees
or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against 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 Provider 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 insurance policies,
at any time.
1. Service Provider shall furnish certificates and endorsements from
each subcontractor 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 guaranteeing 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 provisions and requirements of this Agreement.
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