HomeMy Public PortalAbout08) 7D Amendment to Agreement with Red 88 MediaAGENDA
ITEM 7.0.
MANAGEMENT SERVICES DEPARTMENT
DATE:
TO:
FROM :
May 2, 2017
Honorable City Council
Bryan Cook, City Manager
By : Peggy Kuo, City Clerk
MEMORANDUM
SUBJECT: FIRST AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT
WITH RED 88 MEDIA FOR CITY VIDEO PRODUCTION, RECORDING,
EDITING AND SUPPORT SERVICES
RECOMMENDATION:
The City Council is requested to:
a) Approve the First Amendment to the Consultant Services Agreement (Attachment
"A") with Red 88 Media to video record City Council meetings for live and delayed
broadcast to the community; and
b) Authorize the City Manager to sign the second amendment.
BACKGROUND:
On June 8, 2016, City Council approved a service agreement with Red 88 Media for
City video production, recording , editing and support services.
ANALYSIS:
In lin e with City Council's initiative to promote Citizen Education/Communication, City
Council approved a Consultant Services Agreement for video recording and online
streaming services on June 8, 2016 with Red 88 Media. The City currently streams City
Council meetings live on-line and broadcast the meeting video on Charter's local
government channel and YouTube 24-48 hours after a meeting. Red 88 Media also
programs and update City announcement slides twice a month.
City Council
May 2, 2017
Page 2 of 3
In March 201 staff received a letter from Red 88 Media which included a breakdown
costs for renewing the video recording service for the next fiscal year (attachment "A'}
Currently, the video recording service fee is $900 per meeting and will increase slightly
to $924.30 per meeting. The cost to broadcast the meeting videos and update City
announcement slides on Charter's local government channel will remain the same at
$600 per month. The current agreement with Red 88 Media will expire on June 30,
2017.
It is staff's assessment that Red 88 Media has met expectations for the delivery of their
video recording and on-line streaming services. Additionally, they are cognizant of the
City's needs and make themselves available to staff on a short notice.
City Council is requested to approve the service agreement with Red 88 Media for a
term of one year with the option to extend by mutual agreement of the parties, in writing,
for an additional period of two years. This will ensure that there will not be an
interruption in providing City Council meeting video recording or live on-line streaming
service.
CITY STRATEGIC GOALS:
Approval of the second amendment with Red 88 Media will further the City's Strategic
Goal of Citizen Education and Communication.
FISCAL IMPACT:
Sufficient funds to cover the proposed costs will be recommended as part of the Fiscal
Year 2017-18 City Budget
ATTACHMENTS:
A Second Amendment to the Service Agreement with Red 88 Media
B. Service Proposal Letter from CMF
FIRST AMENDMENT TO
AGREEMENT FOR SERVICES
by and between the
CITY OF TEMPLE CITY
and
RED 88MEDIA
Dated May 2, 2017
ATTAC MEN
FIRST AMENDMENT TO AGREEMENT FOR SERVICES
This First Amendment to Agreement for Services ("First Amendment"), which is dated
for reference as indicated on the cover page, is hereby entered into by and between the CITY OF
TEMPLE CITY, a California charter city ("City"), and Red 88 Media, a LLC/ a Sole Proprietor
("Service Provider"), as follows:
RECITALS
A City and Service Provider entered in an Agreement for Services on June 8, 2016
("Agreement"), The Agreement provides that Service Provider will record City Council
meetings, build on-air graphics, run live YouTube stream, archive each meeting on
hosted webpage, provide user interface with organized agenda items, schedule meetings
on TCTV3 (Y ouTube) and maintain the City's bulletin board twice a month,
B. This First Amendment amends Section 1 "Term of Agreement" to extend the term for
one year through June 30, 2018, with the option to extend by mutual agreement of the
parties, in writing, for an additional period of two years.
C. This First Amendment also amends Section 16 of the Agreement to modify the
indemnification terms so that they will comply with new standards required of the City
by its insurers,
D. This First Amendment finally amends Section 17 of the Agreement to modify certain
language related to insurance to better comply with standards required of the City by its
msurers.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this First Amendment which modifies and amends the Agreement as
follows:
1, AMENDMENT. The Agreement is hereby modified and amended as follows:
U TERM OF AGREEMENT. Section 1 of the Agreement 1s hereby
amended as follows:
"The term of this Agreement shall be through June 30, 2018, subject to
early termination as provided in Section 20 "Termination of Agreement"
of this Agreement The term may be extended by mutual agreement of the
parties memorialized in a written amendment to this Agreement"
1.2 Indemnification. Section 16 of the Agreement is hereby amended to read
as follows:
(a) Indemnification for Professional Liability. Where the law
establishes a professional standard of care for Service Provider's services,
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to the fullest extent permitted by law, Service Provider shall indemnify,
protect, defend and hold harmless City and any and all of its officials,
employees and agents ("Indemnified Parties") from and against any and
all liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened,
including attorneys' fees and costs, court costs, interest, defense costs, and
expert witness fees) arise out of, are a consequence of, or are in any way
attributable to, in whole or in part, any negligent or wrongful act, error or
omission of Service Provider, or by any individual or entity for which
Service Provider is legally liable, including but not limited to officers,
agents, employees or sub-Service Providers of Service Provider, in the
performance of professional services under this Agreement.
(b) Indemnification for Other than Professional Liability.
Other than in the performance of professional services and to the full
extent permitted by law, Service Provider shall indemnify, protect, defend
and hold harmless City, and any and all of its employees, officials and
agents from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged
or threatened, including attorneys' fees and costs, conrt 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-Service Providers 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 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
-3-
Code Section 2782.8, which limits the liability of a design professional to
claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the
design professional. The term "design professional," as defined in Section
2782.8, is limited to licensed architects, licensed landscape architects,
registered professional engineers, professional land surveyors, and the
business entities that offer such services in accordance with the applicable
provisions of the California Business and Professions Code.
(e) City's Negligence. The provisions of this section do not
apply to claims occurring as a result of City's sole negligence. The
provisions of this section shall not release City from liability arising from
gross negligence or willful acts or omissions of City or any and all of its
officials, employees and agents.
1.3 Insurance. Section 17 of the Agreement is hereby amended as follows:
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and
made a part of this Agreement. All insurance policies shall be subject to approval by
City as to form and content. These requirements are subject to amendment or waiver if
so approved in writing by the City Manager. Service Provider agrees to provide City
with copies of required policies upon request.
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except as specifically modified and amended in
this First Amendment, the Agreement remains in full force and effect and binding upon the
parties.
2.2 Integration. This First Amendment consists of pages 1 through _
inclusive, which constitute the entire understanding and agreement of the parties and supersedes
all negotiations or previous agreements between the parties with respect to all or any part of the
transaction discussed in this First Amendment.
2.3 Effective Date. This First Amendment shall not become effective until
the date it has been formally approved by the City Council and executed by the appropriate
authorities of the City and Service Provider.
2.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this First Amendment.
2.5 References. All references to the Agreement include all their respective
terms and provisions. All defined terms utilized in this First Amendment have the same meaning
as provided in the Agreement, unless expressly stated to the contrary in this First Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
the Agreement on the date and year first written above.
ATTEST:
Peggy Kuo, City Clerk
APPROVED AS TO FORM
Eric S. Vail, City Attorney
CITY:
THE CITY OF TEMPLE CITY
By:
nB~ry_a_n~Cn-oo~I-,,'C"i~ty~M~a~n~a~ge~r~--------
SERVICE PROVIDER:
By:~~~~~~~~~~~~-
Name: ----------------------
Title: ____________________ __
By: ----------------------------
Name: ______________________ __
-5-
NOTE:
Title: _________ _
SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTAlUZED,
AND AJ>PROPIUATE 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.
-6-
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 20
before me, __ ~~--------------------------------------~~~~~~~~~~~· Date Name And Title Of Officer (e.g. "Jane Doe, Notary Publ1c")
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 which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature 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:
D Individual
D Corporate Officer
Title(s)
D Partner(s)
D Attorney-In-Fact
D Trustee( s)
D Guardian/Conservator
D Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
D Limited
D General
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
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
On __________________ ~2~0 __________________________________________ __
before me,--~~--------------------------------------~~~~~~~~~~~,
Date Name And Title Of Officer (e.g_ "Jane Doe, Notary Public")
personally appeared -------------------------------:c--=-~--------------------
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 which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the Stale 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:
D Individual
D Corporate Officer
Title(s)
D Partner(s)
D Attorney-In-Fact
D Trustee(s)
D Guardian/Conservator
D Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
D Limited
D General
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain insurance,
acceptable to the City, in full force and effect throughout the term of this Agreement, against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the Services by Service Provider, its agents, representatives or employees.
Insurance is to be placed with insurers with a current A.M. Best's rating is an assigned policyholders'
Rating of A (or higher) and Financial Size Category Class VII (or larger).
Only the following "marked" requirements are applicable and Service Provider shall provide the
following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
Commercial General Liability. Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001).
Automobile Liability. Service Provider shall maintain automobile insurance at least as board as
Insurance Services Office form CA 00 01 covering bodily injury and property damage for all
activities of the Service Provider arising out of or in connection with work to be performed
under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles.
Workers' Compensation. Workers' Compensation Insurance (Statutory Limits) and Employer's
Liability Insurance as required by the Labor Code of State of California covering all persons
providing Services on behalf of the Service Provider and all risks to such persons under this
Agreement.
Professional (Errors and Omissions) Liability. Professional liability insurance appropriate to
the Service Provider's profession. This coverage may be written on a "claims made" basis,
and must include coverage for contractual liability. The insurance must be maintained for at
least three (3) consecutive years following the completion of Service Provider's services or the
termination of this Agreement. During this additional three (3) year period, Service Provider
shall annually and upon request of the City submit written evidence of this continuous
coverage.
Service Provider shall maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement. Any policy inception date, continuity date, or
retroactive date must be before the effective date of this agreement and Service Provider
agrees to maintain continuous coverage through a period of no less than three years after
completion of the services required by this agreement.
1. Minimum Limits of Insurance. Service Provider shall maintain limits of insurance
no less than:
(1) Commercial General Liability. $1,000,000 per occurrence, $2,000,000
general aggregate for bodily injury, personal injury and property damage.
(2)
each accident.
Automobile Liability. No less than $1,000,000 combined single limit for
(3) Workers' Compensation. Workers' Compensation as required by the
Labor Code of the State of California of not less than $1,000,000 per occurrence and Employer's
Liability Insurance with limits of at least $1,000,000.
(4) Professional Liability. $1,000,000 per claim and in the aggregate.
B. Other Provisions. Insurance policies required by this Agreement shall contain the
following provisions:
1. All Policies. Each insurance policy required by this Agreement shall be endorsed
and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this
Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail,
return receipt requested, has been given to City.
2. Commercial General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers, officials, and
employees and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Service Provider performs; products and completed operations of Service Provider;
premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or
borrowed by Service Provider. The coverage shall contain no special limitations on the scope of
protection afforded to City, and their respective elected and appointed officers, officials, or
employees.
(2) Service Provider's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
(3) Requirements of specific coverage features or limits contained in this
Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any
coverage normally provided by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not intended by any party or insured
to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Service
Provider maintains higher limits than the minimums shown above, the Agency requires and shall be
entitled to coverage for the higher limits maintained by the Service Provider. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be available to
the Agency.
(4) Coverage provided by the Service Provider shall be primary and any
insurance or self-insurance or maintained by Agency shall not be required to contribute to it. The
limits of insurance required herein may be satisfied by a combination of primary and umbrella or
excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a
provision that such coverage shall also apply on a primary and non-contributory basis for the benefit
of Agency before the Agency's own insurance or self-insurance shall be called upon to protect is as a
named insured.
(5) Any failure to comply with the reporting or other prov1s1ons of the
insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its
respective elected and appointed officers, officials, employees or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in
writing, the insurer shall agree to waive all rights of subrogation against City, and its respective
elected and appointed officers, officials, employees and agents for losses arising from work
performed by Service Provider"
C Other Requirements" Service Provider agrees to deposit with City, at or before the
effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance
provisions of this contract have been complied with. The City may require that Service Provider
furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The
certificates and endorsements are to be signed by a person authorized by that insurer to bind
coverage on its behalf. City reserves the right to inspect complete, certified copies of all required
insurance policies, at any time.
1. Service Provider shall furnish certificates and endorsements from each
subService Provider identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and approved by
City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and
requirements of this Agreement.
\lid
E~diting I ?x
of
03.11 '17
Prepared for:
Peggy Kuo
City Cler'o;
uppo
Contact:
Trav:s Gray
Tr-.-Nj')@Bed88[\jwJia com
Ovvr-er
626.386.8245
' r\/1
rdirl , A ..
GOO Par..zrose Ave
Mor~rovia, CA9'.0.;6
www Rec1!38Medjq com
ATTACHMENT B
8
Fees -Retained
2
'v1deo Production of City Council Meetings
Record 24 Council Meetings a year, build on-air graphics, run live You Tube stream, ard1ive each
meeting on hosted vvebpage, user interface with organized agenda items, schedule meetings
on 1CTV3.
TC1V 3 Operations
Schedule all City Council Meetings, PSJ\s, any other government content utilizing the cities
equipment, buiid and manage the City Connect Feed (Bulletin Board Slides) twice a month, and
maintain onsite equipment.
Grand Total
$918.9
I per Meeting
(Increase of
2.1% based on
Los .Angeles-
~ivers;de
Orange County
CPI (,Jan 2016 -
Jan 2017)
$600
I per Month
$29,253.60
Fees -Add-ons
Video Production Services
Single Camera Event utilizing 1 camera, digJal audio recorder, bas.c opening and closing
graphics, music, and single post to YouTube/Facebook (4 hour minimum)
2 Multi Camera ~vent utilizing 3+ cameras, switcher, digttal audio and video recorder, cables,
basic opening and closing titles, music, and single post to You Tube (4 hour minimum)
3 Audio /V1sual Services (add-on)
4
Be on call for any special events or meetings :hat require assistance to City Staff in regards to
Audio equipment or \!1sual presentations
Emergency Media Services (add-on)
Be on cali in the case of an emergency to g<ve support to City Staff. Take over social media
networks if need be to give information to tile community. Shoot and Record v:deo, audio, or
images as needed at the EOC or ir. tile fieid for immediate posting
$480
I per :::vent
$1,585
I per Even~
$55~ $125
I per Hour
$75
I per Hour
Event Coverage Rate Sheet
3
1
1
Single Camera Event
Camera Operator I Director
OSLR I iPad Rig I ENG Camera. Wireless Audio
Audio Digital Recorder, Travel Expenses
Video Editor
Basic Opening and C:osing Titles,
Lower 3rds, Cataioge Background Music,
Single post to You Tube, 1 Non-Menu OVD
Multi Camera Event
Camera Operators
Producer /Technical Director
Equipment Package: Cameras, Switcher, Camera Audio,
Digital Audio and V:deo Recorder, Cable,
Mise Equipment Local Travel Expenses, Insurance
Video Editor
Basic Opening and Closing Tit!es,
Lower 3rds, Cataloge Background Music,
Single post to You Tube, 1 Non-Menu DVD
$65 hr
$55 hr
$55 hr
$75 hr
$350
$55 hr
Ciiy oi T8rr:ple City and Video Production, Reccrdirg, Edit nq. & SLpport Servb:::Js Proposal c::. -11.17
It's been a great experience over this last year to work with the City of Temple City to
give the community transparency through forms of media. I'm very proud of what we have
accomplished and am excited to push forward progressively with you. Thank you for giving
us the opportunity to be your partner in this. Let's keep having fun togethe,-!
Travis Gray
Founder/Owner
626.386.8245 (Direct)
travis@red88media.com
Gty of Tornp.o City' ar·;(j Vide-co Prooucuon. l~ecordinJ, Edicing, &. Suppor: Services Propo::;ol 03.11.17