HomeMy Public PortalAbout10) 7F Approval of a service agreement with Red 88 Media for City video production, recording, editing and support servicesDATE:
TO:
FROM:
MANAGEMENT SERVICES DEPARTMENT
June 7, 2016
The Honorable City Council
Bryan Cook, City Manager
By: Peggy Kuo, City Clerk
MEMORANDUM
AGENDA
ITEM 7.F.
SUBJECT: APPROVAL OF A SERVICE AGREEMENT WITH RED 88 MEDIA FOR CITY
VIDEO PRODUCTION, RECORDING, EDITING AND SUPPORT SERVICES
RECOMMENDATION:
The City Council is requested to approve a Service Agreement with Red 88 Media
effective June 8, 2016, for City's Video production, Recording, Editing and Support
Services; and authorize the City Manager to sign and execute the agreement.
BACKGROUND:
1. On June 29 , 2010, during the regular City Council meeting, Council directed staff
to review annual contracts for performance and to develop a policy to begin
the process of sending Request for Prop osals (RFP) out on a staggered basis,
each with a maximum term of two years.
2. On June 21, 2011 , staff began implementing the process of issuing RFPs for
the annual service agreements on a staggered basis.
3. On June 18, 2013, City Council approved a Service Agreement with Community
Media of the Foothills to video record and broadcast City Council meetings to the
community for three years (July 1, 2013 to June 30, 2016).
4. On March 7, 2016, the City released the RFP for Video Production, Recording,
Editing and Support Services (Attachment "A").
5. On March 7, 20 16, notice of the RFP was published in the Temple City Tribune.
6. On March 25, 2016, the City received a total of three proposals by the published
deadline (i.e., Community Media of the Foothills, Jack Tessman Communications,
Inc., and Red 88 Media (Attachment "B").
City Council
June 7, 2016
Page 2
7. On April 14, 2016, the City's selection committee (i.e., Assistant to the City
Manager/Economic Development Manager Haworth, Deputy City Clerk Bonus,
City Clerk Kuo) met to receive presentations from all companies who submitted an
proposal.
ANALYSIS:
Community Media of the Foothills (CMF) has been providing video services needs for
the City for the past seven years. The City currently streams City Council meetings live
on-line and broadcast the meeting video on Charter Cable's local government channel
24-48 hours after a meeting. CMF also programs and updates City announcement
slides twice a month. Based on City Council's direction to review annual contracts for
performance, staff issued an RFP for video production, recording, editing, programing
for City Council meeting videos, and programing and support services for
announcement slides on the City's cable channel.
The City received three proposals and they were evaluated based on the requirements
contained in the RFP. Based on the determination of the City's selection committee,
staff is recommending that City Council award a contract to Red 88 Media for City's
Video production, Recording , Editing and Support Services. The cost for services with
Red 88 Media will be $82 more per month compared to the current service contract,
however, an added feature Red 88 Media will be providing is an option for the public to
view specific meeting video by clicking on the corresponding agenda items (i.e.,
meeting video+ agenda interface).
Red 88 Media is a full service media production and design firm. The staff at Red 88
Media has experience working for private and public entities such as: The Cities of
Monrovia, Temple City, Sierra Madre; Hedley & Bennett; Metro Gold Line Foothills
Extention; San Gabriel Valley Economic Partnership; YWCA San Gabriel Valley; Beats
by Ore, The Grammys, and various personal brands. They have experience in live
production, motion graphics and interaction design.
City Council approval of the agreement will allow the consultant to start in June to
ensure a seamless transition . City Council is requested to approve a one-year contract
for an amount not to exceed $30,300 (i.e., $28,800/year plus $1,500 for the transition
period) with Red 88 Media including an option to renew for an additional two years.
CITY STRATEGIC GOALS:
Approval of the service agreement (Attachment "C") will further the City's Strategic Goal
of Good Governance and Citizen Education and Communication.
City Council
June 7, 2016
Page 3
FISCAL IMPACT:
Sufficient funds have been included in the Fiscal Year (FY) 2016-17 proposed budget
for this purpose.
ATTACHMENTS:
A. City's Request for Proposal for Video Production, Recording, Editing and Support
Services
B. Red 88 Media Request for Proposal
C. Service Agreement
ATTACH MENT A
CITY OF TEMPLE CITY
NOTICE OF REQUEST FOR PROPOSALS
Video Production, Recording, Editing and Support Services
NOTICE IS HEREBY GIVEN the City of Temple City (City) will receive proposals for
providing video production , recording, editing, programing services for City Council
meeting videos and prog raming and support services for slides on City's cable
channel.
Proposals will be received at the City Hall City Clerk's Office, 9701 Las Tun as Drive,
Temple City, California, 91780 until 5:00 p.m. on Friday, March 25, 2016. All
proposals must be clearly ma rked , "CITY OF TEMPLE CITY VIDEO PRODUCTION,
RECORDING, EDITING AND SUPPORT SERVICES PROPOSAL," and shall be
delivered to the City Clerk's Office between the hours of 8 :0 0 a.m. to 5:00 p.m.,
Monday through Friday, except holidays and days which City Hall is closed.
POSTMARKS WILL NOT BE ACCEPTED.
Submit three (3) copies of your Proposal. It should be understood t hat the final fee
will be negotiated with the City. As part of the Cost Proposal, please provide a
breakdown of the hourly rates and any other applicable fees.
All submitted proposals will be reviewed and analyzed by City staff and the proposals
which best meet the City's needs will be selected for further analysis and negotiation.
The City reserves the right, in its sole discretion during the selection process , to reject
any or all proposals or any portion without exception or explanation.
Parties interested in obtaining a Request for Proposals (RFP) Package (at no cost)
can email the City Clerk at pkuo@templecity.us. For questions regarding this RFP
you may contact Peggy Kuo, City Clerk, at 626-285-2171 , extension 4131, or
pkuo@templecity.us.
OPTIONAL WALK-THROUGH
Walk-through is optional and available only by appointment with staff on
Wednesday, March 16, 2016. Proposers will have an opportunity to examine City's
Council Chambers, video room and eq uipment. Attendance of the walk-through is
not mandatory for parties wishing to submit a proposal.
SUBMITTAL DEADLINE
TO BE CONSIDERED, PROPOSAL MUST BE SUBMITTED NO LATER THAN
Friday, March 25, 2016, at 5:00 p.m. at the City Clerk Office, 9701 Las Tunas Drive,
Temple City, California, 91780. Postmarks will not be accepted. Failure of, or
disturbances in any mail service is not a legitimate reason for proposals
submitted after the above due date. Electronic mail or facsimiles will not be accepted.
The City may extend the deadline at its discretion.
1.0 BACKGROUND
The City of Temple City (City) is seeking proposals from qualified Consultants
for professional video and programing services to provide a variety of video
production, recording, editing, and support related tasks assigned by the
Management Services Department in support of various departments, events,
and projects throughout the City. The successful Consultant must have the
knowledge, expertise, staff, and availability to perform all the work as specified
within this RFP ; and , have the resou rces to conduct a full service turnkey video
recording and production operation . City does not commit to a specific
number of projects or hours that video services and support may be needed.
2.0 SCOPE OF SERVICES
2.1 PUBLIC ACCESS CABLE OPERATIONS
The Consultant will maintain the necessary equipment and provide services
necessary to program the City's public access television channel, this
includes but is not limited to scheduling prepared slides, public service
announcements videos and previously recorded public meetings for
broadcast on the chan nel using provided equipment. Consultant is to upload
new message slides onto City's cable channel twice a month as specified by
the City.
The Consultant will be required to maintain all onsite equipment necessary
to operate the cable channel including trouble shooting equipment problems
and interfacing with Charter Cable representatives to identify and resolve
problems.
2.2 RECORDING AND BROADCASTING CITY MEETINGS
The Consultant will be req uired to be on site and attend all City Council
meetings to record meetings. Meetings must be broadcast live via the internet
and a video record ing of the meeting must be available for viewing within 24
hours on the internet and the City's public access channel.
The Consultant will maintain and be able to operate and provide support with
all audio/visual equipment furnished by the City in the City Council Chambers
and video room. An inventory list of the City Council Chambers audio/visual
system is listed in Appendix A: Council Chambers and Video Room
Equipment List and can be reviewed at the optional walk-through .
The Consultant will provide staff and production support to telecast at City's
discretion any and all regular and special, non-study session City meetings
throughout th e year. The base proposal fee amount should include a minimum
of two (2) meetings each month being recorded and telecast. The proposa l
should include per meeting and/or hourly rate for recordin g and telecast
additional meetings. Additions to the minimum meeting coverage will be
requested by the City and agreed to on a case by case basis between
Consultant and the City.
Typically, City Council meets on the 1st and 3rd Tuesday of each month and
the video service needs will beg in at 6:00 p.m. on meeting days, and continue
until the meeting has co ncluded and all video production assigned tas ks have
been completed; including producing a finalized/playable DVD-R disc for City
record and a fo rmat as necessary for transm ittal to City's local cable chan nel.
The DVD-R disc shall also be labeled with the total run ning time in hou rs,
minutes and seconds. DVD-R discs for City Council meeting recordation will
be provided by Consultant. Special meetings are sched uled on an as
needed basis and to accommodate holiday sched uling.
2.3 SPEC IAL EVENTS AND PROJECTS
Video service projects and tasks are needed on an as-needed basis
throughout the year. Projects can vary fro m short promotional videos to full-
length event coverage videos. With reasonable notice, the Consultant will be
required to attend events or project shoots for video recording, in addition to
creating a final video product for distribution through multiple outlets including
digital, DVD , social media, etc. Several examples can be found on the City's
YouTube channel here : https://www.youtube.com/user/3TCTV/
3.0 SERVICE HOURS AN D PROJ ECT REQUESTS
The Consultant's response time following a request for service from the City
shall be within one working day, at no extra charge. The Consultant's
responses will include a confirmation of service/project direction and needs, as
well as an estimated number of billable hours to be dedicated to the project
and the turnaround time of the request. Consultant will maintain a
computerized and hard copy record of project requests.
All meetings will be taped and available for broadcast within 48 hours.
Consultant will encode and index City Council meetings for use on the web,
provide a live online broadcast of City Council meetings without ads.
Consultant is to upload new message slides onto City's cable channel twice a
month as specified by the City and upload any public service announcements
at the request of the City.
4.0 CONSULT ANT SELECTION SCHEDULE
The City intends to utilize the following planning chart fo r the timetable
and process of evaluating proposals.
Request for Proposals issued:
Optional Walk-Through:
Deadline for Questions or Requests for Information:
Proposals due and received (by 5:00 PM):
City Council Approval of Agreement:
Contract Start Date
4.0 PROPOSAL FORMAT GUIDELINES
March 7, 2016
March 16, 2016
March 17, 2016
March 25, 2016
May 3, 2016
July 1, 2016
Interested Consultants are to provide the City with a thorough proposal
using the following guidelines:
4.1 COVER
The cover should clearly display the title of this RFP , "City of Temple City
Video Production, Recording, Editing and Support Services Proposal."
Each submittal should have tabs numbered with the following categories:
4.2 EXECUTIVE SUMMARY
Provide a cover letter that states th e title of the RFP. Include the
following information:
• Primary contact for the submittal
• Street address (post office boxes are not acceptable)
• Telephone number
• Fax number
• E-mail address
• Web address, if applicable
4.3 INTRODUCTION
Provide general information about your operations, whether you are an
individual or a firm, include size, scope of practice, years in business, number
of employees, if any, and office location(s). State the legal name, address
and legal structure of your firm.
4.4 PROGRAM TEAM AND MANAGEMENT
4.4.1 Organization:
4.4.2 Prior Experience:
This section should include a listing of the staff and
management proposed for the services to be
provided, as well as an organization chart.
Indicate the relevant experience in undertaking this
4.4.3 Key Staff:
work. Provide a description of at least three previous
Service Ag reements. For each Service Agreement,
identify th e client and client contact, type of funding,
and cost.
Indicate the ed ucation , backgrou nd and relevant
experience of the individuals principally responsible
for the completion of the work. Indicate years with
your firm and whether qualifying experience was with
your firm . Identify the ro les, responsibilities and time
commitme nt of all key staff. Include resumes of key
staff.
4.5 APPROACH TO REQUESTED SERVICES
State your understanding, approach to the services, pro posed methodology
and any suggestion for the City. Provide digital co pies of sample projects you
have worked on for evaluation.
4.5.1 Equipment & software: Provide a list of equ ipment and software that you will
utilize to complete all video production, recording,
editing, and support services related to the RFP .
4.5.2 Finished product: Provide a detailed description of the different formats
you will be capable of producing final video products
into.
4.6 CITY PROVIDED SUPPORT
State any support you will require from the City.
4.7 ADMINISTRATIVE REQUIREMENTS
4.7.1 Signature:
4.7.2 Questions:
4.8 FEE PROPOSAL
The Proposal will be signed by company officers
authorized to bind the firm and will contain a
statement indicating that the proposal is valid fo r
ninety (90) days.
Please direct any question regarding th is RFP in
writing to the City Clerk, Peggy Kuo , at
pkuo@templecitv.us.
The City is interested in a fee proposal consisting of flat fee for City Council
Meeting video related tasks utilizing City provided equipment, special event
and project vid eo related tasks utilizing Consultant's own equipment, and
any other fees that may be applicable. Fee proposal should also include
programing slides to the local cable channel and posting City meeting/public
service announcement videos to the local cable channel and internet.
Consultant will provide a completed Appendix 8 : Fee Proposal.
5.0 GENERAL TERMS AND CONDITIONS
5.1 AGREEMENTS BETWEEN CONSULTANT AND CITY
The City will prepare an Agreement for Professional Services with the
successful Consultant using the template in Appendix C. Proposal must
state Consultant's willingness to enter into City's agreement as represented in
Appendix C, or list any amendments that may be proposed .
5.2 LATE SUBMITTALS
It is the Consultant's sole responsibility to ensure proposals are received at
the City Hall City Clerk Desk prior to the scheduled closing time specified in
this RFP. Submittals will not be accepted after the deadline. Postmarks
will not be accepted. Failure of, or disturbances in any mail service is not a
legitimate reason for Statements of Proposals to be submitted after the above
due date. Proposals submitted by e-mail or facsimile will not be accepted.
5.3 EVALUATION OF SUBMITTALS
The City will evaluate submittals with the intent of selecting the most
qualified Consultant. Evaluation criteria include but are not limited to the
following:
Evaluation Factor
Fee Proposal
Experience providing Video Production Services
Past record with municipal and/or other government agency
agreements
Compliance with RFP requirements (Scope of Services,
Proposal Format, etc)
Responsiveness and th oroughness of proposal
Level of care and support provided to internal and external
customers
Any other factors determined by City to be relevant to the
performance of these services
Total
%Weight
50
15
10
10
5
10
100
Note: The apparent most qualified proposer may be selected to be
interviewed by City Representatives. The City reserves the right to interview
as many or few proposers as deemed appropriate by the City. The City also
reserves the right to make its selection without conducting interviews.
After evaluation of the proposals, negotiation for the price of the agreement will
commence with the top ranked proposer based on the submitted cost
proposals. If agreement cannot be reached, negotiations may be initiated with
the next ranked proposer.
5.4 REJECTION OF PROPOSALS
The City reserves the right to reject all proposals received in response to this
RFP and to waive any informality in any proposal if it is determined to be in the
best interest of the City to do so .
5.5 PROPOSAL VALIDITY PERIOD
Submission of a proposal will signify the proposer's agreement that the
proposal, and contents thereof, are valid for at least ninety (90) days
following the submission of the proposal and will become part of the
agreement that is negotiated with the successful Consultant.
5.6 SUBSTITUTION OF PERSONNEL
If one or more of the key personnel represented in the proposal becomes
unavailable during the course of the programs, then the Consultant may
substitute other personnel of at least equal competence upon written approval
of the City. In the event that the City and Consultant cannot agree as to the
substitution of key personnel , the City will be entitled to terminate the
Agreement for Services with the Consultant.
5.7 DOCUMENTS TO BE CONSTRUED TOGETHER
The RFP and all documents incorporated by reference in an agreement
entered into between the Consultant and the City, and all modifications of said
documents, will be construed together as one document.
5.8 MINIMUM INSURANCE REQUIREMENTS
The Consultant will maintain, at a minimum, the insurance requirements
specified in the Professional Services Agreement.
5.9 ADDITIONAL SERVICES
The City will have the right to make alterations, eliminations, and additions to
the scope of services. Exercise of such right will in no way void the
agreement. The City and the Consultant will agree upon the va lue of such
additional services or deleted work prior to proceeding with the said additional
services.
5.10 SUBMITTALS
Three (3) copies of the proposal must be received by the date and time
specified above in this RFP . Hand deliver, express, or mail proposals only to:
City of Temple City
City Clerk Office
Attn: Peggy Kuo, City Clerk
9701 Las Tunas Drive
Temple City, CA 91780
Attachments:
Appendix A: Council Chambers and Video Room Equipment List
Appendix B: Fee Proposal
Appendix C: Sample Agreement for Services
CITY OF TEMPLE CITY
REQUEST FOR PROPOSALS -APPENDIX A
COUNCIL CHAMBERS AND VIDEO ROOM
EQUIPMENT LIST
Manufacturer Model Description
Apple Final Cut Pro Software Editor for OFE Mac
Apple 1Pad2 AppleiPad 2
Argosy 90-V2R-1005 Production Workstation
Atlas C803AT87 Ceiling Speaker Assembly
Behringer Ultragaln ADA8000 8 channel AID & 0/A converter
Blackmaglc Design ATEM 2 MIE Production Switcher
Blackmagic Design ATEM 1MIE Panel Control Surface
Blackmagic Design Hyperdeck Studio Digital Video Recorder
Blackmagic Design DeckUnk Studio HDSDIMac Interface
Blackmagic Design SmartView Duo Output Monitor
Blonder Tongue AM-60-550 NTSC Modulator
Chief LTMU Flat PaneiMount
ClearOne SR1212 DigitaiMatrix Mixer
Clock Audio C800E-RF Microphone
Clock Audio 8133 Microphone Stand
Crestron DM-MD16X16 PC Video Switcher Frame
Crestron DMC-HD Input card for OM Switchers
Crestron DMC-C OM Input Module
Crestron DMC0-5530 HDMI output module
Crestron DM-TX-200-C-2G-WALL PC Input Plate
Crestron AV3 Wireless System Controller
Crestron IDOC-PAD2-DSC iPad Docking Station
Crestron DMC-HD HDMI input card
Crestron C2N-FT-TPS4-BALUN Ftiptop DA Mic ControiStation
Crest ron GLA-DMX512 DMX Lighting Controller
Crestron MOBILE PRO-G Crestron Mobile Pro-G
Crest ron SW-XPANEL-FOR-MAC Crestron VirtuaiTouch Panel
Crown CDI1000 Aud io Amplifier
Da-Lite 133" Da-Mat HD 88545 Tensioned ElectroiScreen
Elmo P10 HD Document Camera
Extron MDA3V Video Distribution Amplifiers
HP V1910-24G Ethernet Switch
Intel SSDSA2CVV300G3B5 Solid State Drive
Lltepanels 903-1001 LED Flood Lighting Panel
Panasonic TC-L37E3 HD Multi-view Monitor
Panasonic PTDZ6710U HD Video Projector
Premier PTM Monitor TiiiMount
Premier PDS-Pius Projector Mount
RDL DS-XLR3F Decora Mic Input Plate
RDL ST-UMX3 Universal Mixer 3x1
Sharp LC80LE632U 80" LED LCD Monitor
Shure ULXS124/85 1/Aicrophone Receiver
Combination
Sharp LC42LE540U 42" LED LCD Monitor
Tascam 8() .. r2000 BDIDVD Recorder-Player
Trip Ute Smart500RT1 U Uninteruplable Power
Supply
Vaddlo WaiiVIEW CCU HD-HD Camera ZOCAT5
Vaddlo 999-5300--00 PTZ Camera Controller
Whii1Wind SPC82 Rack mount splitter
Yamaha 01V96 Dig ital Audio Mixer
ZeeVea ZVPro280 HD QAM Encoder/Modulator
CITY OF TEMPLE CITY
REQUEST FOR PROPOSALS -APPENDIX B
FEE PROPOSAL
Item Hourly Rates
Hourly and Flat Rate for Video $ /event up to?
Production of Special Events and Hours
Projects (at various locations using $ /hour above the Consultant provided equipment and stated hours/ supplies) eve nt
Flat Rate for Video Production of City $ /meeting Council Meetings (at City Hall using City
provided equipment and supplies)
Flat Rate for Posting City's meetin~
videos and slides on City's local cable $ /month
channel
Other (Please explain): $ /hour
Other(Piease explain): $ /meeting
Applicable Notes, if any:
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
This Agreement for Services ("Agreement") is entered into as of this __ day of
____ , 20_ by and between the City of Temple City, a mun icipal corporation
("City") and , a ("Service Pro vider").
City and Service Provider are sometimes hereinafter individ ually referred to as "Party"
an d hereinafter collectively referred to as the "Pa rties."
RECITALS
A. City has sought, by request for proposals the performance of the
services defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following submiss ion of a proposal for the performance
of th e services defined and described particularly in Section 2 of this Ag reement, was
se lected by the City to perform those services.
C. Pursuant to the City of Temple City's Municipa l 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 Provide r 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:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this
Agreement, the term of this Agreement shall be for a period of one (1) year,
commencing July 1, 2016, and end ing on June 30, 2017, unless earlier terminated as
provided in this Agreement. This Agreement may be extended by mutual agreement of
the Parties, in writin g, for additional period of three (3) years. Consultant may seek an
extension of this Agreement by submitting on or before March 31 of the year it is
A-1
otherwise set for termination , a letter of intent requesting an extension. The City shall
respond in writing to Consultant's letter of intent to request an extension setting forth its
decision on or before April 30 .
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
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
Ag reement by this reference.
Schedule of Performance. The Services sha ll 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.
SECTION 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 auth orized in advance and in writing in accordance
with Section 26 "Ad ministration and Implementation" or Section 28 "Amendment" of this
Ag reement. If and when such additional work is authorized, such additional work shall
be deemed to be part of the Services .
SECTION 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 dollars
($ ), 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 th e following categories: labor (by sub-category), travel, materials,
eq uipment, supplies, and sub-Service Provider contracts. Sub-Service Provider charges
shall be detailed by the following categories: labor, travel, materials, equipment and
supplies. If the compe nsation 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
A-2
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 in curred are in complia nce with the
provisions of this Agreement. In the event that no charges or expe nses 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 sha ll be
returned by City to Service Provider for correction and resubmiss ion.
(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.
SECTION 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."
SECTION 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 provid ing the Services pursuant to this Ag reement,
A-3
Service Provider's guarantees and wa rran ties 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.
SECTION 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 te rmination 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 gra nted to City, as well as to its successors-in-interest
and authorized representatives.
SECTION 8. INDEPENDENT CONSULTANT.
(a) Service Provider is and shall at all times remain a wholly independent
Consultant 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.
A-4
(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 boa rds, 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 fo rth in this Agreement.
Service Provider shall not at any time or in any manner represe nt 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 obtai n 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 righ ts.
SECTION 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
Ag reement 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.
SECTION 10. COMPLIANCE WITH APPLI CABLE 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 fai lure
of Service Provider to comply with this section .
SECTION 11 . PREVAILING WAGE LAWS
A-5
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.
SECTION 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.
SECTION 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.
SECTION 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 subConsultant 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
A-6
-----------------------------
City on such projects shall not be considered a co nflict of interest for purposes of this
section.
(c) City understands and ackn owledges that SeNice Provider will, perform
non-related seNices for other governmental agencies and private Parties following the
completion of the SeNices under this Agreeme nt. Any such future seNice sha ll not be
considered a conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by SeNice Provider in
performance of this Agreement shall be considered confidential , unless such
information is in the public domain or already known to SeNice Provider. SeNice
Provider shall not release or disclose any such information or work product to persons
or entities other than City without prior written authorization from th e City Manager,
except as may be required by law.
(b) SeNice Provider, its officers, employees, agents or subConsultants, 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 SeNice Provider gives City notice of such court order
or subpoena.
(c) If SeNice Provider, or any officer, employee, agent or subConsultant of
SeNice Provider, provides any information or work product in violation of this
Agreement, then City shall have the right to reimbu rsement and indemnity from SeNice
Provider for any damages, costs and fees, including Attorney's fees, caused by or
incurred as a result of SeNice Provider's conduct.
(d) SeNice Provider shall promptly notify City shou ld SeNice Provider , its
officers, employees, agents or subConsultants be seNed 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 SeNice Provider or be present at any deposition, hearing
or similar proceeding. SeNice Provider agrees to cooperate fully with City and to
provide City with the opportunity to review any response to discovery requests provided
by SeNice 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.
SECTION 16. INDEMNIFICATION.
A-7
---~--------------
(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 , su its, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
costs of any kind , whether actual, alleged or threatened, including Attorney's 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-Consultants 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 Attorney's 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-Consultants of Service
Provider.
(c) Indemnification from Sub-Service Providers. Service Provider agrees to
obtain executed indemnity agreements with provisions identical to those set forth in this
section from each and every sub-Service Provider 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 respons ible 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
A-8
- - -----------------------------
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 neg ligence, 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 enginee rs,
professional land surveyors, and the business entities that offer such services in
accordance with the applicable provisions of the Cal ifornia 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 sha ll 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.
SECTION 17. INSURANCE.
Service Provider agrees to obtain and maintain in full fo rce 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 re quirements 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.
SECTION 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 subConsultants.
SECTION 19. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the sta bility and
continuity of Service Provider's staff and subConsultants, if any, assigned to perform the
Services. Service Provider shall notify City of any cha nges in Service Provide r's staff
A-9
and sub-Consultants, if any, assigned to perform the Services prior to and during any
such performance.
SECTION 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.
SECTION 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.
A-10
SECTION 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 sha ll be equ itably adjusted for any delays due to such
causes.
SECTION 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 fo r carrying out the
Services shall be furn ished to Service Provider in every reaso nable way to fa cilitate,
without undue delay, the Services to be performed under this Agreement.
SECTION 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 : City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Provider: ------------------------
Notice shall be deemed effective on the date personally delivered or transmitted
by facsim ile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
represents and warra nts 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.
A-ll
SECTION 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.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 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.
WAIVER.
Waiver by any Party to this Ag reement 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.
SECTION 29. LAW TO GOVERN; VENUE.
Th is 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.
SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES.
A-12
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 wh ich it may be entitled.
SECTION 31 . 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.
SECTION 32. 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).
SECTION 33. 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 Eric S. Vail, City Attorney
A-13
By: ______________________ _ By:.
Its:
NOTE:
Its: -----------------------------------------
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
A-14
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT , ................................... , ........................................................ .
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed th~ document, to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
State of california l
County of los Angel~s f
On ___________ before me,--------------------
personally appeared-----------------------------
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 adnowledged to me that
he/she/they executed the same in his/her/their
authorized capacity(~). and that by his/her/their
signature(s) on the instrument the person(s), or the
entity upon behatf 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 for~going paragraph is
true and correct.
WITNESS my hand and official seal.
~gnarure ________________ __
-------------OPTIONAL-------------
Though the informaDo.n is not required by Liw, it may prove valuable to persons reJy;ng on the document and could
prevent fraudulent removal ;md reattachment of this form to another document.
Description of Atb<:hed Document
Tide of Type of Document:-----------------------------
D~mentD~~=------------------Number of Pages: ---------
Signer{s} Other Than Named Above:---------------------------
~pacity(ies) Cbimed by Signer(s)
~g~rsName: ___________ _
0 Ind;vidu~l
0 Corporate offic~-Trtle(s): ______ _
0 Partner 0 Umited 0 General I ...
0 Attorney in F~ct
0 Trustee
0 Guardian or Conservator
0 Other.
Signer is Representing:
Signer's Name: ____________ __
D Individual
0 Corporate Officer-Trtle(s}:~~'i::::~ D Partner 0 Limit2d 0 General
0 Attorney in Fact
0 Trustee
0 Guardian or Conservator
0 Other:----------
Signer is Representing: ____ _
......... 11. • • .. • •• . ... . . . . . . . . ..
I ..J
EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following Services:
A.
B.
C.
D.
E.
II. As part of the Services, Service Provider will prepare and deliver the
following tangible work products to the City:
A.
B.
C.
D.
Ill. During performance of the Services, Service Provider will keep the City
appraised of the status of performance by delivering the following status
reports:
A.
B.
C.
D.
IV. The tangible work products and status reports will be delivered to the City
pursuant to the following schedule:
A.
A-16
B.
C.
D.
V. Service Provider will utilize the following personnel to accomplish the
Services:
A
B.
C.
D.
VI. Service Provider will utilize the following subConsultants to accomplish the
Services:
A
B.
C.
D.
A-17
EXHIBIT "8"
COMPENSATION
I. Service Provider shall use the following rates of pay in the performance of
the Services:
A. [job] [hourly rate]
B. [job] [hourly rate]
C. [job] [hourly rate]
D. [job] [hourly rate]
E. [job] [hourly rate]
II. Service Provider may utilize subConsultants as indicated in this Agreement.
The hourly rate for any subConsultant is not to exceed $ per hour
without written authorization from the City Manager or his designee.
IV. The total compensation for the Services shall not exceed $ , as
provided in Section 4 "Compensation and Method of Payment" of this
Agreement.
B-1
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 fo r 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 of no less than A:VII.
Service Provider shall provide the following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Commercial General Liability. Insurance Services Office form
Commercial General Liability coverage (Occurrence Form CG
0001 ).
(2) Automobile. Insurance Services Office form number CA 0001 (Ed.
1/87) covering Automobile Liability, in cluding code 1 "any auto" and
endorsement CA 0025, or eq uivalent forms subject to the written
approval of the City.
(3) Workers' Compensation . Workers' Compensation insurance as
req uired 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.
(4) Professional 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 professional liability in surance required by this
Agreement must be endorsed to be applicab le to claims based
upon , arising out of or related to Services performed under this
Agreement. The insurance must be maintained fo r at least three
(3) consecutive years following the completion of Service Provider's
services or the termination of this Agreement. During th is
additional three (3) year period, Service Provider shall annually and
upon request of the City submit written evid ence of this continuous
coverage .
2. Minimum Limits of Insurance. Service Provider shall maintain limits of
insurance no less than:
C-1
(1) Commercial General Liability. $1,000,000 general aggregate for
bodily injury, personal injury and property damage.
(2) Automobile. $1 ,000,000 per accident for bodily injury and property
damage. A combined single limit policy with aggregate limits in an
amount of not less than $2,000,000 shall be considered equivalent
to the said required minimum limits set forth above.
(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.
(4) Professional Liability. $1 ,000,000 per occurrence.
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 lim its 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 insu reds
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 coverage shall be primary insurance
with respect to City, and its respective elected and appointed, its
officers, officials, employees and volunteers. Any insurance or self-
insurance maintained by City, and its respective elected and
appointed officers, officials, employees or volunteers, shall apply in
excess of, and not contribute with , Service Provider's insurance.
C-2
(3) Service Provider's insurance shall apply separately to each in sured
aga in st whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
(4) Any fail ure to comply with the rep orting 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 insuran ce provisions of th is contract have been complied with. The
City may require that Service Provide r 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 be half. City reserves the right to inspect complete, certified
copies of all required insurance policies , at any time.
1. Service Provider shall furn ish ce rtificates and endorsements from each
subConsultant 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 lim it Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
C-3
9701 Las Tunas Drive • Temple City • California 91780 • 626-285-2171
ISSUED MARCH 8, 2016
ADDENDUM NO.1
To
REQUEST FOR PROPOSALS
Video Production, Recording, Editing and Support Services
This addendum is issued , before the proposal due date, to inform the
proposers of revisions to the Request for Proposal (RFP) package and
hereby made part of the RFP documents. The following changes,
additions, and/or clarifications shall be made the requirement for the above
mentioned project. In case of conflict between the original RFP package
and this addendum, this addendum shall govern. All requirements
contained in the RFP package shall apply to this addendum, unless
otherwise specified under this addendum. The balance of the RFP
document shall remain unchanged.
This addendum is being issued to replace "Appendix A" Council Chambers
and Video Room equipment list in the original RFP issued on March 7,
2016.
ITEMS INSTALLED IN TEMPLE CITY CITY HALL VIDEO CONTROL ROOM 09/04/1 5
Cosmos S694 Switching System
1 SE600 DataVideo 8-input Switcher
2 17'' DataVideo TLM-170H mu~i view monitor out
3 Cosmos multicam PC control software
4 SE600 digital SOl output video card (in PC)
6 DataVideo DN200 composite video hard drive recorder
7 Data Video CG350 SOl Auto CG software
8 Blackmagic SOl to Analogue converter
9 Blackmagic SOl to HDMI converter
1 o 2 Keyboards
11 2 Computer Mice
12 2 LG Monitors
13 4 port video splitter
14 DVD playerlbumer
1 5 Symetrix Audio Limiter
16 VDA-1 OOA Video Digital Amplifier
17 3 APC battery backup power strips
18 DataVideo video streaming server
1 9 2 Custom-built PCs
20 VGA UTP Extender with audio
21 HDMI hub
22 RU-DA4D audio distribution amplifier
23 Ethernet to HOM I converter
24 TeiVue 8100 HuperCaster
25 Knox RS4x4hb routing switcher
26 Assorted cables
(l)
1--z w
~
I u
<(
I-I-
<(
Vid eo Production , Recording ,
Ed iting , & Support Services Proposal
City of Temple City
03.23.16
Prepared for:
Peggy Kuo
City Clerk
Contact:
Travis Gray
Travis@8ed88Medja com
Owner
626.386.8245
600 Parkrose Ave.
Monrovia, CA 91016
WNW Bed88Medja com
88
"An investment in knowledge
pays the best interest."
Benjamin Franklin
Founding Father
City of Temple City and Video Production, Recording, Editing, & Support SeNices Proposal 03.23.16 I 3
Hel o .
W e are a studio s ized
P roduction and Design Firm.
88
City of Temple City and Video Production, Recording, Editing, & Support SeNJces Proposal 03.23.16 I 4
We produce & manage content
in order to enlighten and educate
through the power of media.
88
Crty of Temple City and Video Froduction, Recording, Editing, & Support Services Froposal 03.23.16 I 5
Strategy+Messaging+Design=
Delight
88
Services
1 0 Video Production
2 . Cinematography
3 . Motion Graphics
4. Multi Camera Event Coverage
5. Digital Content Production
6. Social Med ia Development
7 . Web Design & Development
8. Audio I Visual Support
9 . Strategy
1 0. Brand Messaging
Legal Name: Red 88 Media, LLC
City of Temple City and Video Production, Recording, Editing, & Support Services Proposal 03.23.16 I 7
"Do you have the resources to pull
off a job of this scope?"
88
City of Temple City and Video Production, Recording, Editing, & Support Services Proposal 03.23.16 8
Yes! Here's why .
88
The Team
CEO/Chief Strategist
Managing Director/Sr. Project Manager
Creative Director
Producer!Technical Director
Video Editor
Account/Project Manager
Travis Gray
Mark Clark
Michael Mondragon
Amir Namvar
Kiyomi McFarlane
Lyn Nakamura
Business development, sales. and marketing. Ensures delivery
of creative and strategy
Coordinates all aspects of management of the project.
Project lead for design execution and direction
Executes and manages the live production
Editor responsible for live action/element
Oversees production and client relations
88
Travis Gray
CEO/
Chief Strategist
Travis Gray is the Senior Digital Strategist, Project Manager and founder
of Red 88 Media. He oversees and influences the culture of this modem
day media and design company. Starting at a young age with a curiosity
with taking apart a VCR to utilizing the newest. most sufficient software
and apps. He's grown from a young Generation Y'er into an older
Millennia! as he has evolved with technology and continues to be at the
forefront.
He began his career at 17 rn a Communrty SeNice based Non-Profit. In
charge of the day to day functrons of running an organization that had
restrictions, he adapted wrth berng creative. As Operatrons Manager at
Community Media of the Foothills he worked with various local
municipalities and public sector organizations. He produced outreach
materials with the City of Monrovia, worked hand in hand with the staff of
the Foothill Gold Une developing their digital video content as Executive
Producer, and strategized with many entrepreneurs as well as non-profit
organizations such as the San Gabriel Valley Economic Partnership.
Today, Travis combines his 15 years of experience rn video production
and his passion for branding to take a creative approach to every project
while doing the research to clearly understand the market base. His days
are spent growing Red 88 Media, raising his little boy, and enjoying his
Chef Wife's R&D projects at home.
Travis Gray
CEO/
Chief Strategist
Resume:
Red 88 Media
Owner/CEO
Jan. 2015 -Present
PlugOneTwo
Producer/Partner
Jan. 2013 -Jan. 201 5
Community Media of the Foothills
Operations Manager
Nov. 2000 -Dec. 2014
Conversations with Ralph Walker
Executive Producer/Director
Apr. 2001 -Dec. 2014
Mark Clark
Managing Director/
Sr. Project Manager
Mark brings 25 years of creative managing in the Media and
Communications profession. Ranging from Print Production to Television
Production. Mark began his career in the commercial advertising
industry working with the top photography studios and photographers in
Los Angeles and the country.
Beginning as a camera assistant to managing his own production
company that specialized in producing automobile advertising
campaigns and most recently Production I Studio Manager of a
community television station. This broad and diverse experience gives
Mark the necessary knowledge and technical skills to manage all
aspects of live television production.
His organizational skills have been described by clients as "downright
scary" and his business sense keep budgets and schedules tightly on
track. This attention to detail assures the successful completion of the
final product on time and on budget.
Mark Clark
Managing Director/
Sr. Project Manager
Resume:
Red 88 Media
Managing Director/Sr. Project Manager
2016 -R-esent
Community Media of the Foothills
Production Manager I Studio Manager
2009-2015
Clark Productions
Pnncipai/Producer, Production Manager and Art Buyer
1994-2005
Larger Than Life Productions
General Partner/Producer
1991 -1994
Am ir Namvar
Producer/
Technical Director
Amir is the Technical Director and a Producer for Red 88 Media. He
oversees the technical operations of the camera systems and computer
networks. Amir's interest 1n computers and technology began early when
he was 9 years old building his first computer. That interest in computers
continued on 1nto high school where Amir was in charge of computer
maintenance for the audio and video department at Arcadia High School.
While working on the computers in the AV department. Amir became
interested in video production. He found the two disciplines worked hand
in hand and this started Amir on his journey into digital VIdeo product1on.
Am1r attended Pasadena City College and received his Associate's of
Science degree 1n Video Production and Video Operations Certificate.
While attending PCC Amir began working at Community Media of the
Foothills. At CMF he was responsible for the studio's computer network
and camera systems along with producing and directing live productions.
Amir was the key architect in the design, building and implementation of
the multi camera video system in Temple City's counc11 chambers. Amir's
pass1on with computer technology and his creatMty is a valuable
comb1nation and asset to Red 88 Med1a.
Amir Namvar
Producer/
Technical Director
Resume:
Tommy Bahama
Assistant Manager
Oct. 2014 -Present
Community Media of the Foothills
Production Assistant
Feb. 2013-Sept. 2014
Pal Computers
IT Consultant
Oct. 2003 -Dec 201 0
Gamestop
Store Manager
Oct. 2004 -Dec. 2005
88 The staff of Red 88 Media have been the trusted partner for consistent,
design driven, creative solutions for private and public entities such as: The
City of Monrovia, Temple City, Sierra Madre, Hedley & Bennett, The Metro
Gold Line Foothill Extention, Sa n Gabriel Valley Economic Partnership ,
YWCA San Gabriel Valley, Beats by Ore , The Grammys and various
personal brands .
Our experience in live production, design , motion graphics and interaction
design means you can feel confident knowing that we will deliver inspired
work, on time and on budget-every time.
We do this with a world class team of creative thinkers in a fun, friendly
and collaborative environment.
City of Temple City and Video Production, Recording, Editing, & Support SeNices Proposal 03.23.16 17
Work
88
City of Temple City and Video Production, Recording, Editing, & Support Services Proposal 03.23 16 1 1s
Municipal
88
Ope:atiO"IS
C1ty of Monrovia, CA
M eeting Cove rage + PEG Channel
Scott Ochoa 1 Former City Manager
(818) 548-4844
sochoa@glendaleca goy
Our staff worked for 14 years under the Service Agreement which included
PEG Operations of 3 Cable Channels,
City Council Meetings, studio & edit services, and
production support for the City Staff & Community
fVleetitlg Coverage
Cit ofTemple City
Bi weekly
Peggy Kuo I City Clerk
(626) 285-2171
pkuo@templecjty.us
Our staff designed the multi camera production setup,
shot over 120 meetings
and designed the on-air graph ics
City of Temple City and Video Production, Recording, Editing, & Support Services Proposal 03.23.16 1 23
Video
88
Video
Metro Gold Line
Foothill Extentio n
Web Videos
lisa Levy Buch I Director. Public Affairs
(626} 305-7004
llevvbusb@foothillgoodljoe org
Our video and audio production work
documented the recent extension to the
Foothill Gold Line for You Tube .
Video
Hedley & Bennett
Web Vid eos
Vu le I Marketing Director
{213) 7 44-1355
yu@bedleyb.com
... and a holiday dinner co lab. with
100 Layer Cake wedding blog
VVatch the vi deo here :
Hed ley & Be nnett+ 100 Layer Cake!
Event Coverage of the first Shake Shack
burgers served in LA ...
Watch the video here:
Shake Shack at Hedley & Bennett Factory
City of Temple City and Video Production, Recording, Editing, & Support Services Proposal 03.23.16 1 2s
"So how is this approach different?"
88
City of Temple City and Video Production, Recording, Editing, & Support Services Proposal 03.23.16 1 29
Take the City into th e mod ern media climate by
Recording Operating Producing
l l l
Meetings Gov. Cable Channel Content
City Council Temple City TV 3 Media Projects
Shareable You Tube Stream City Connect Feed Events
Cable Re-Broadcast Public Service Announcements Editorials
Cataloged Branded Archive Emergency Information Special Meetings
88
---~-··--------~--·----------
City of Temple City and Video A-eduction, Recording, Editing, & Support Serv1ces A-oposal 03.23.16 1 3o
City Council Meetings
Record the full meeting with graphics using the Multi Camera setup
Broadcast current meeting on the Cable Channel
Use YouTube to Live Steam meetings to any device!
Link is shareable on any social feed
vou(D-c:JD o
88
City of Temple City and Video Production, Recording, Editing, & Support Services Proposal 03.23.16 1 31
On Demand Meetings
Hosted w ebpage to match current City branding Comprehensive catalog of each meeting
User interface givi ng anyone the chance to go right to their desired agenda item
Agenda
Regular City Council Meeting
Tuesday, September 2, 2014
7:30p.m.
CALLTO ORDER
INVOCATION I PLEDGE OF ALLEGIANCE
CEREMONIAL I PRESENWIONS
PUBLIC COMMENTS ON ITEMS NOT LISTED ON THE AGENDA
NEW BUSINESS
10A-Proposed Design Concepts for 5800Temple City Blvd.
Plus: Banner area for City Information, Archive of Council Agendas, and ability to add audio only podcast downloads
88
City of Temple City and Video Production, Recording, Editing, & Support Services Proposal 03.23.16
Cable Channel
Gavel to Gavel Meeting Playback
Every moment of each meeting
TCTV3
Your Portal of Information
City Connect Feed
City Department Info I Flyers/Ema ils -Slid es I Projects & Programs
Public Service Announcements
Videos from Local, State, Federal Non-Prof its & Agencies
We will also assist the City in finding more PSAs and content for the community
1 32
88
City of Temple City and Video A-oduct1on, Recording, Editing, & Support Services A-oposal 03.23.16 1 33
Video Productions
Single Camera Eve nts
Multi Cam era Events
Editorials + Documentaries
Strategy
Make content that is social media fr iendl y and dig estible
Podium Speaker, Seminar, Ribbon Cutting, Small Community Gathering, Single Activity
Off Site Specia l Meetings, Concerts, Special Events Coverage, Parades
Relevant. timely, and thought-provoking coverage of City projects,
programs and community highlights
For no additional charge we will meet for a consultation with city staff to strategize
any comprehensive "produced" videos or media (PSA. Editorial, Documentary).
Deliver an estimated budget of cost and hours
88
City of Temple City and Video Production, Recording, Editing, & Support Services Proposal 03.23.16
More!
a YouTube Channel
Operate the video-sharing social media channel for the City
Brand. Post all videos produced by the city and well as search the
community for relevant content.
Gives Social Media Staff content to post!
Channel set up, SED tags, reach, metadata
Audio I Visual Services
On call support to City Staff for setup and operations of audio or visual
equipment for special presentations.
In the council chamber, at a town hall meeting, during a parade, or in
the park!
lnstagram Account
Operate the photo-sharing social media channel for the City
Brand. Post pictures of events, city projects, and community
happenings. Promote Business to support the Economic Development
Staff
Feed set up, SED hashtags, gain followers, connect with local accounts
Emergency Support
We will be on call to be at the EOC, in the field, and at City Hall to
offer a media arm to the Communications Staff
E amples· Shoot Press Conferences, Post You Tube videos, Take pictures for
x · Twitter/Facebook/lnstagram, AN support
1 34
88
City of Temple City and Video Production, Recording, Editing, & Support Services Proposal 03.23.16
Equipment & Software
DSLR 1s, iPad Rig, ENG Cameras
Digital Media
Fully Integrated Mobile Studio
Digital Switcher
Digital Audio and Video Recorder
Tripods
Cables
Audio Mixing Board
Wireless Lavaliers
App le Computers with Adobe Premiere CC
--------------
If we need anything else?
We ca n get it!
If the budget al lows of course
1 35
88
City of Temple City and Video A-Dduction, Recording, Ed~ing, & Support Services A-oposal 03.23.16 1 36
What type of Deliverables?
We can provide every single type of file to fit any type of situation!
Really?
Yes ! Serio usly, just ask .
88
City of Temple City and Video Production, Recording, Editing, & Support SeNices Proposal 03.23.16 I 37
What type of support do you need from us J
the City?
The city will need to maintain a level of support for IT services relating to utilizing the cities
integral network for streaming the City Council Meetings.
88
City of Temple City and Video Production, Recording, Editing, & Support Services Proposal 03.23.16 1 3a
"How much wi this cost us?"
88
Fees -Retained
2
3
Video A-oduction 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 with organized agenda items, schedule meetings
on TCTV3.
TCTV 3 Operations
Schedule all City Council Meetings, PSAs, any other government content utiliZing the cities
equipment, build and manage the City Connect Feed (Bulletin Board Slides) twice a month, and
maintain onsite equipment.
You Tube and lnstagram Operations (add-on)
Run both social media accounts with the understanding that they are representing the City, it's
message, and it's credibility. Generate and curate content, post in a timely manner, and connect
with the community through each network. Give assistance to Communications team for posting
of the videos and images to Twitter and Facebook.
$900
I per Meeting
$6CX)
I per Month
$550
I per Month ----'-------
Grand Total $35,400
88
Fees -Add-ons
\/ideo Production Services
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 \lisual 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 \lisual 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, audio, 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
88
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,
Lovver 3rds, Cataloge Background Mus1c,
S1ngle post to You Tube, 1 Non-Menu DVD
Multi Camera Event
Camera Operators
Producer I Technical Director
Equipment Package: Cameras, Switcher, Camera Audio,
Digital Audio and Video Recorder, Cable,
Mise Equipment, Local Travel Expenses, Insurance
Video Editor
Basic Opening and Closing Titles,
Lower 3rds, Cataloge Background Music,
Single post to You Tube, 1 Non-Menu DVD
$65 hr
$55 hr
$55 hr
$75 hr
$350
$55hr
88
City of Temple City and Video A-oduction, Recording, Editing, & Support Services A-oposal 03.23.16
Thank you for giving us the opportunity to share with you some of our work and
capabilities. It's been a pleasure over the years to partner with your City and Community
and we would love to be able to do it again. We love giving people the gift of information
and bel ieve deeply in local government engagement. Let's have fun together!
Travis Gray
Founder/Owner
626.386.8245 (Direct)
travjs@red88medja.com
1 42
88
City of Temple City and Video Product1on. Recording. Edit1ng, & Support Serv1ces Proposal 03.23.16 1 43
Thank you.
88
To Whom It May Concern:
It is an honor and privilege to share with you basic information and my personal exper iences regarding Travis Gray and Red 88 Media.
I have known and watched Travis Gray mature into an extraordinary expert in the field of video and editing. He began his work with the
cable access channel in Monrovia, where we first met.
I know Travis to hold all the attributes you would want when searching for a video/editing firm. He is responsible, arrives on time,
completes the task on or before deadlines and most of is collaborat ive in the process.
Many people can stand behind a camera and shoot video, Travis brings camera expertise, creative input and directing capabilities. Once the
video is shot there I personally wouldn't want anyone else to be at the helm of editing video and adding the nuances that take a video
from good to specular.
It is my pleasure to recommend to you Travis Gray and Red 88 Media. I believe work ethic combined with creative and engineering
expertise makes them the clear choice for video and editing needs.
Please feel free to contact me with any questions you may have.
My Best,
Mary Ann Lutz
Mayor (Ret.)
City of Monrovia
Direct cell: 626-695-6222
To Whom It May Concern,
It is with great enthusiasm that I write this letter of recommendation regarding Travis Gray and his company, Red 88 Media.
I first met Travis while I was working at the City of Monrovia, where he was the project manager assigned to cover all public meetings,
civic events and create profiles highlighting Monrovia. Travis quickly demonstrated himself as a passionate, professional and talented
producer and videographer.
Travis has a knack for helping clients realize their creative vision. Often times, we would come to him with just an idea, and he would be
able to not only help us develop it but implement it as well. His many years of experience in working on programming for the public
sector has given him the understanding of how government works, and therefore what it is they want to accomplish.
Red 88 Media is a joy to work with. They have the ability to make their subjects feel at ease, which allows them to elicit the type of
emotion, storytelling and material they need to tell their story.
I'm grateful for the time I have had to work with Travis Gray and his team, and I know his future clients will feel the same.
Jennifer Mclain
Principal Economic Development Officer, City of Glendale
Former Client with City of Monrovia, San Gabriel Valley Economic Partnership, Santa Anita Family YMCA
(818) 548-4844 I jemclain@glendaleca.gov
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
Red 88 Media
-1-
ATTACHMENT C
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 8th day of
June, 2016 by and between the City of Temple City, a municipal corporation ("City") and
Red 88 Media, LLC a Sole Proprietor ("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, by request for proposals the performance of the
services defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following 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:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this
Agreement, the Term of this Agreement is for 1 year and three weeks commencing on
June 8, 2016 to June 30 , 2017. Agreement can be renewed for an additional two years
upon approval of both parties.
-1 -
SECTION 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.
SECTION 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 add itional 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 .
SECTION 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 "8" "Compensation" and made a part
of this Agreement by this reference. The total compensation, including reimbursement
for actual expenses, shall not exceed Thirty Thousand and Three Hundred dollars
($30,300.00), 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.
-2 -
(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.
SECTION 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."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, da ta, 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
Ag reement 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 th is
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.
SECTION 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 shal l 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.
- 3 -
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.
SECTION 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 th is 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. Ne ither 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 wh ich may otherwise accrue to City's employees. Service Provider expressly
waives any claim Service Provider may have to any such rights.
-4-
SECTION 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.
SECTION 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.
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 prevaili ng wage rates pursuant to the California
Labor Code or regulations promulgated thereunder: Construction, alteration , demolition ,
installation, or repair work performed on publ ic 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.
SECTION 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.
- 5 -
SECTION 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.
SECTION 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 avo id 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 th is
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.
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
-6 -
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 cond uct.
(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 reta ins 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 th e 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 .
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law estab lishes 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 Provi der, 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, su its , actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, includ ing 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,
-7 -
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 add itional 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,
perta in 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 arch itects, 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.
SECTION 17. INSURANCE.
Service Provider agrees to obtain and maintain in ful l force and effect during the
term of th is Agreement the insurance pol icies 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.
SECTION 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 th is Agreement or the performance of any
-8 -
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.
SECTION 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.
SECTION 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 th irty (30) days written notice of termination to City.
(c) If either Service Provider or City fails to perform any material obligation
under this Agreement, then, in addition to any other remed ies, 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 Ag reement. 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.
SECTION 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
-9 -
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.
SECTION 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.
SECTION 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.
SECTION 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:
To Service Provider:
City of Temple City
Attn : City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
Red 88 Media
600 Pa rkrose Avenue
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 .
SECTION 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.
-10 -
SECTION 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.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 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 .
SECTION 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.
SECTION 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.
SECTION 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.
-11 -
SECTION 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 othe r agreements, whether oral
or written , made by any Party wh ich are not embodied herein shall be valid and bind ing .
SECTION 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).
SECTION 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.
ATTEST:
Peggy Kuo
City Clerk
By: ________________________ __
Its: ---------------------------
-12 -
CITY OF TEMPLE CITY
Bryan Cook
City Manager
APPROVED AS TO FORM
Eric S. Vail
City Attorney
By: ________________________ _
Its:
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.
-13 -
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On -------,"'1'-::::T.:::----_;·'-'2=0=--, before me , ---.=;:-;::-'l=::J""T':'J1rz-l'"rr-1""1=~=-=-...,...,.,=-...-='::'"""1<="'=-',..,.,..,.,=..----Date Name And Iitie Of Officer (e.g. "Jane Doe, Notary Public")
personally appeared-------------------------------
Name of Signer(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/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument 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 official seal.
S1gnature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
Individual
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Title(s) Title or Type of Document
Partner(s) Limited
Attorney-In-Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
General
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
-----------------------
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
0 n -----.....-::-.-::---------''_.:2:..::0~, before me, --,.-.==-::-..r=T""r."rr::-:r"<T"7"'<'lT."="'T::'""C=----~-=-r=--==:-:-r<':":'rT=-'I'"--oate Name And l 1tle Of Ofi1cer (e.g. "Jane Doe, Notary Pubhc")
personally appeared -----------........-::=:-:-r......-:-::=:r.:T---------------Name of S1gner(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/their authorized capacity(i es), and that by
his/her/their signature(s) on the instrument 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 official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
Individual
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Title(s) Title or Type of Document
Partner(s) Limited
Attorney-In-Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
General
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following Services:
A. TRANSITION PERIOD OF THIS AGREEMENT.
June 8, 2016, through June 30 , 2016, Consultant to work with the City
Clerk's Office and other responsible staff to design and test a temporary
solution for viewing of live and archival meetings, design final look &
function of the Meeting Video + Agenda interface, manage the diagnostic
check of equipment, investigate cloud based operating systems, and
evaluate the City's YouTube channel to be completed in three weeks .
B. Video Production of City Council Meetings and Meeting Video +
Agenda Interface
Beginning July 1, 2016, record 24 Council Meetings a year, build on-air
graphics, run live YouTube stream, archive each meeting on hosted
webpage, user interface with organized agenda items, schedule meetings
on TCTV3.
* Contractor to obtain software that will provide Meeting Video + Agenda
Interface to give the public the ability to view video clips corresponding to
the specific agenda item. Consultant will provide the City the opportunity
to test the Meeting Video+ Agenda Interface by August 16, 2016.
Each meeting video will be presented with proper city branding online for
the public to view with an agenda attached to the video playback.
Additional meetings or events inside the council chamber beyond the
minimum will be covered at the City's' request and by mutual agreement
between the City and Consultant. Additional fees will be mutually agreed
upon on an event by event basis if extra staff or equipment is required
beyond what is typically needed (1 staff up to 5 hours of meeting
coverage) for regu lar City Council meeting coverage. All meetings will be
A-l
recorded and available for broadcast on City's cable Public, Education,
Government access channel within 24-48 hours.
Consultant will encode and index City Council meetings for use on the
web using the City's YouTube channel.
Consultant will provide 1 copy of the meeting video on a DVD for the City
within 24-48 hours of a meeting and up to 2 additional copies within 24 -
48 hours, upon request by the City, at no additional cost. Consultant will
provide, upon request by the City, DVD's or Digital File of Archived
(Previously Recorded) programs up to a maximum of two (2) copies at the
Audio Visual Service Rate. Upon request by City of more than two (2)
additional DVD's or Digital Files, City and Consultant will negotiate per
request.
C. TCTV 3 Operations
Schedule all City Council Meetings, PSAs, any other government content
uti lizing the cities equipment, work with City Clerk to maintain the TCTV3
Bulletin Board twice a month posting all staff submitted slides, as well as
design and build new slides per month depending upon the total slides
submitted by City. Artwork or content for these new slides may be
provided by City Clerk's office. Any content not provided by City Clerk's
office will need approval of the City Clerk's office before broadcasting .
D. Video Production Services (As needed)
Single Camera Event utilizing 1 locked down camera, digital audio
recorder, basic opening and closing graphics, music, and single post to
YouTube/Facebook (4 hour minimum).
E. Video Production Services (As needed)
Multi-Camera Event utilizing 3+ locked down cameras, switcher, digital
audio and video recorder, cables, basic opening and closing titles, music,
and single post to YouTube (4 hour minimum).
A-2
F. AudioNisual Services (As needed)
Be on call for any special events or meetings that require assistance to
City Staff in regards to Audio equipment or Visual presentations.
G. Emergency Media Services (As needed)
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, audio, or images as needed at the
EOC or in the field for immediate posting.
H. Event Coverage -Single Camera Event (As needed)
1. 1 Camera Operator/ Director
DSLR/iPad Rig/ ENG Camera, Wireless Audio
Audio Digital Recorder, Travel Expenses
2. 1 Video Editor
Basic Opening and Closing Titles
Lower 3rds, Cataloge Background Music
Single post to YouTube, 1 Non-Menu DVD
I. Event Coverage-Multi Camera Event (As needed)
1. 3 Camera Operators
2. 1 Producer/ Technical Director
3. 1 Equipment Package: Camera, Switcher, Camera Audio,
Digital Audio and Video Recorder, Cable,
Mise Equipment, Local Travel Expenses, Insurance
4. 1 Video Editor
Basic Opening and Closing Titles
Lower 3rds, Catalogue Background Music,
Single post to YouTube, 1 Non-Menu DVD
A-3
EXHIBIT "8"
COMPENSATION
City agrees to pay Consultant
I.
A. Transition Period $45/per hour up to $1 ,500
B. Video Production of City Council $900/per meeting
Meetings and Meeting Video + 2 meetings /per month.
Agenda Interface
The per meeting rate of $900.00 may
increase each year by the lesser of
three percent (3%) or the CPI for the
Los Angeles-Riverside-Orange County
areas each year (the February prior to
the February of the extension request
year) for the duration of this
Agreement.
C. TCTV 3 Operations $600/per month
Ad-Ons and As Needed Service Options
D. Video Production Services $480/per event
Single Camera Event
E. Video Production Services $1 ,585/per event
Multi-Camera Event
F. AudioNisual Services $55-$125/ per hour
G. Emergency Media Services $75/per hour
H. Event Coverage $65/ per hour
Single Camera Event
1. 1 Camera Operator I Director
2. 1 Video Editor $55/per hour
I. Multi Camera Event
1 . 3 Camera Operators $55/per hour
2. 1 Producer I Technical Director $75/per hour
3. 1 Equipment Package $350
4. 1 Video Editor $55/per hour
II. Service Provider may utilize subcontractors as indicated in this Agreement.
The hourly rate for any subcontractor is not to exceed $N/A per hour without
written authorization from the City Manager or his designee.
B-1
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 of no less than A:VII.
Service Provider shall provide the following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad
as :
(1) Commercial General Liability. Insurance Services Office
form Commercial General Liability coverage (Occurrence Form CG 0001).
(2) Automobile. Insurance Services Office form number CA
0001 (Ed. 1/87) covering Automobile Liabil ity, including code 1 "any auto" and
endorsement CA 0025, or equivalent forms subject to the written approval of the City.
(3) Workers' Compensation . Workers' Compensation 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.
(4) Professional Liab ility. 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
professional liability insurance required by this Agreement must be endorsed to be
applicable to claims based upon , arising out of or related to Services performed under
this Agreement. The insurance must be maintained for at least 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.
2. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability. $1 ,000,000 general
aggregate for bodily injury, personal injury and property damage.
C-1
(2) Automobile. $1 ,000,000 per accident for bodily injury and
property damage. A combined single limit policy with aggregate limits in an amount of
not less than $2,000,000 shall be considered equivalent to the said required minimum
limits set forth above.
(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.
(4) Professional Liability. $1 ,000,000 per occurrence.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Pol icies. 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 coverage shall be primary
insurance with respect to City , and its respective elected and appointed, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by
City, and its respective elected and appointed officers, officials, employees or
volunteers, shall apply in excess of, and not contribute with , Service Provider's
insurance.
(3) 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.
(4) Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
C-2
.-------;-------..-------------------~~-----------~
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 th is Agreement, certificates of insurance necessary to
satisfy City that the insurance provisions of this contract have been complied with. The
City may requ ire that Service Provider furnish City with copies of original endorsements
effecting coverage required by th is 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 identi ca l 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 elimi nate such
deductibles or self-insured rete ntions as respects City or its respective elected or
appointed officers, officials, employees and volunteers or the Service Provider sha ll
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required pol icy or policies of insurance sha ll
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
C-3