HomeMy Public PortalAbout08) 7E Second Amendment to Agreement with Red 88 Meda for City Video ProductionDATE:
TO:
FROM:
MANAGEMENT SERVICES DEPARTMENT
March 6 , 2018
Honorable City Council
Bryan Cook , City Manager
By : Peggy Kuo , City Clerk
MEMORANDUM
AGENDA
ITEM 7.E.
SUBJECT: SECOND 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 :
1. Approve the Second Amendment to the Consultant Serv ices Agreement (Attachment
"A") with Red 88 Med ia to video record City Council meetings for live and delayed
broadcast to the community; and
2. Authorize the City Manager to sign the second amendment.
BACKGROUND:
1. On June 8 , 2016, City Council approved a Consultant Services Ag reement
(Agreement) (Attachment "B") with Red 88 Med ia for City video p roduction ,
recording , editing and support services .
2 . On March 2 , 2017 , City Council approved the First Amendment to the service
agreement with Red 88 Med ia (Attachment "B") for a te rm of one year with the
option to extend by mutual agreement of the parties , in writing , for an add it ional
period of two years .
3 . On February 14 , 2018 , City received a letter from Red 88 Med ia with a breakdown of
cost for renewing the v ideo production , record ing , ed it ing and support serv ices for
the next fisca l year (FY ) (Attachment "C") with no increase in fees .
City Council
March 6, 2018
Page 2 of 3
ANALYSIS:
Red 88 Med ia has been providing video production, recording , editing , and support
services for the City's Council meetings since 2016. These services include but are not
limited to the following:
Video Production of City Council Meetings
• Record City Council meetings ;
• Build on-air graphics ;
• Run live YouTube stream ;
• Arch ive each meeting on hosted webpage ;
• User interface with organized agenda item s;
• Schedule meetings on City's YouTube Channel-TCTV3 .
TCTV3 Operations
• Schedule City Council meeting video replays ;
• Schedu le C ity 's public services announcements ;
• Bu ild and manage the City 's bulletin board slides twice a month ; and
• Maintain onsite equipment.
Red 88 Media continues to be reliable and responsive to the City's audio and video
recording needs and they make themselves available to staff on a short notice. Based
on Red 88 Media 's satisfactory services , staff is recommending that the City extend its
contract with Red 88 Media for another year as allowed under Section 1 of the original
contract (i .e ., the contract can be extended by mutual agreement of the parties for two
more years). Red 88 Media 's scope of services and compensation wi ll remain
unchanged .
Approval of this agreement will ensure that there will not be an interruption in City
Council meeting video record i ng 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:
Approval of the second amendment will not have a fiscal impact on the FY 2017-18 City
Budget. Sufficient funds to cover the proposed costs will be recommended as part of
the FY 2018-19 City Budget.
C ity Council
March 6 , 20 18
Page 3 of 3
ATTACHMENTS:
A. Second Amendment to the Serv ice Agreement w ith Red 88 Med ia
B. Consultant Services Agreement with Re d 88 Med ia and Fi rst Amendm ent
C . Service Proposal Letter from CMF
SECOND AMENDMENT TO
AGREEMENT FOR SERVICES
by and between the
CITY OF TEMPLE CITY
a n d
RED 88 MEDIA
ATTACHMENT A
SECOND AMENDMENT TO AGREEMENT FOR SERVICES
This Second Amendment to Agreement for Services ("First Amendment"), dated July 1,
2018, is hereby entered into by and between the CITY OF TEMPLE C ITY, a California charter
c ity ("City"), and Red 88 Media, a LLC/ a Sole Proprietor ("Service Provider"), as follow s :
RECITALS
A. City and Service Provider e nte red in an Agreement for Services on June 8, 2016
("Agreement"). The Agreement provides that Service Provider will record City Counci l
meetings, build on-air graphics, run li ve YouTube stream, archive each meeting on
hosted webpage, provide user interface with organized agenda items, schedule meetings
on TCTV3 (YouTub e) and maintain the City's bulletin board twice a month .
B. A First Amendment to the Agreement was entered into on June 8, 2016 ("First
Amendment"). The First Amendment amends Section 1 "Term of Agreement" to extend
the Agreement 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 year; amended the
total compen sation to not exceed THIRTY FIVE THOUSAND AND TEN DOLLARS
($35 ,0 1 0); amended Section 16 of th e Agreement to modify the indemnification terms so
that they wi ll comply with new standard s required of the City by its in s urers ; and finally
amended Section 17 of the Agreeme nt to modify certain language related to insurance to
better compl y with s tandards required of th e Ci t y by its in surers.
C . This Second Amendment renews th e City's agreement with Consultant for services fo r
one ye ar (J ul y 1, 2018 to June 30, 20 19) with a total compensation to not exceed
THIRTY FIVE THOUSAND AND TEN DOLLARS ($35 ,010).
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:
1.1 TERM OF AGREEMENT. Section 1 of the Agreement 1s hereby
an1ended as follows:
"The term of this Agreement shall be for one year from July 1, 2018 to
June 30, 2019 . Subject to the provisions of Section 20 "Termination of
Agreement" of this Agreeme nt , the scope of services set forth in Exhibit
"A" "Scope of Services" s hall be completed pursuant to the sche dule
specified in Ex hibit "A." Should the scope of services not be completed
pursuant to that schedule, the Consultant shall be deemed to be in Default
of this Agreement pursuant to Section 21 of this Agreement. The City, in
its sole disc retion, m ay choose not to enforce the Default provi s ions of this
-2-
Agreement and may in stead a ll ow Consultant to continue performing the
scope of services until such services a re complete."
1.2 COMPENSATION AND METHOD OF PAYMENT. Second sentence
of Section 4 , subparagraph (a) of the agreement is amended to read as
follows: The total compensation, including reimbursement for actua l
expenses, shall not exceed THIRTY FIVE THOUSAND AND TEN
DOLLARS ($35,010), unless additional compensation is approved in
wntmg in accordance w ith Section 26 "Admini strati on and
Implementation" or Section 28 "Amendment" of this Agreement.
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except as specificall y modified and amend ed in
thi s Second Amendment, the Agreement remains in full force and effect and binding upon the
parties.
2.2 Integration. This Second Amendment consists of pages I through 9
inclus ive, which constitute t he entire understanding and agreement of the parties and super sedes
all negotiations or previous agreements between the parties with respect to a ll or any part of the
transaction discussed in this Second Amendment.
2.3 Effective Date. This Second Amendment s h a ll not become effective until
the date it has b een fo rma ll y approved by the City Counci l 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 th e
interpretati on and e nfo rcement of th is Second Amendment.
2.5 References. All references to the Agreement include all their re s pective
terms and provisions . All defined terms utilized in this Second Amendment have the same
meaning as provided in the Agreement, unless expressly st at ed t o th e contrary in this Second
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
the Agreement on the date and year first written above.
C ITY:
THE C ITY OF TEMPLE CITY
By:-=---=---=--=:"----="'""!""""------
Bryan Cook, C ity Manager
-3-
APPROVED AS TO FORM
Eric S . Vail , City Attorney
ATTEST:
Peggy Kuo , C ity C lerk
NOTE:
SERVICE PROVIDER:
Name : Travis Grey
Company: Red 88 Media
Its: Preside nt, CEO _________ _
SERVI CE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF IN CORPORA TIO ,
OR OTHE R R ULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
-4-
A notary public or other officer completing thi s cert ificate verifies on ly the id entity of the indi vidual who signed
the document to which thi s certificate is attached , and not the truthfulness , accurac , or val idit of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ________________ --~2~0~-------------------------------------------
beforeme, ____________________________________________ ~~~~~~~~~~~·
Date Name And TIUe Of Officer (e.g ·Jane Doe , Notary Publ1c")
personally appeared------------------------------~~~~----------------~
Name of Slgner(s)
who proved to me on the basis of satisfactory evidence to
be the person (s) whose name(s) is/are subscribed to the
w ithin 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 i ns trument the
person(s), or the entity upon behalf of wh ic h 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 th is 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 Nam e:
0 Individual
0 Corporate Officer
T it le(s )
0 Partner(s)
0 Attorney-In-Fact
0 T rustee (s)
0 Gua rd ia n/Conservator
0 Other:
Signer is represen ti n g:
Name Of Person(s) Or Entity(ies)
0 Limited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
Tit le or Type of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
A notary public or other officer completin g this certificate ve rifie s onl y th e ide ntity of the indiv idu a l who s ig ned
the doc um ent to wh ich this ce rtifi cate is attached , and not th e truthful ness , accurac , or validit 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 ----------------:-:----:-:::----:--:-----------
Na me 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 t he
within instrument and acknowle dged 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 pe rs on (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 offic i al seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this in formation 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 :
0 Individual
0 Corporate Officer
Title(s)
0 Partner(s)
0 Attorney -! n-F act
0 Trustee(s)
0 Guardian /Con serva tor
0 Other:
Signer is representing :
Name Of Person(s) Or Entity(ies)
0 Lim ited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
T itle or Type of Document
Number Of Pages
Date Of Document
S igner(s ) Other Than Named Above
EXHIBIT "C"
INSURANCE
A . Insurance Requirements . Service Prov ider shall provide and ma intain 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 Ins urance . 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 Pro vider arising out of or in connection with work to be performed
under this Agreement, including coverage for any owned , hired , non-owned or rente d vehicles .
Workers ' Compensation . Workers' Compensation Insurance (Statutory Limits ) and Employer's
Liability Ins ura nce as re quired by the Labo r Code of State of California cover ing all persons
providing Services on behalf of the Service Provider and all risks to such persons unde r this
Agreement.
Professio nal (Errors and Omissions) Liab ilitv . Professional liability insurance appropriate to
the Service Provider's profess ion . This coverage may be written on a "cla ims 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 th is additional three (3) year period , Service Pro vide r
shall annually and upon request of the City submit written evidence of th i s co ntinuous
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 befo re the effective date of this agreement and Service Provider
agrees to maintain continuous coverage thro ugh a period of no less than three years afte r
completion of the services required by this agreement.
1. Minimum Limits of Insurance . Service Provider shall maintain lim its of insuran ce
no less than :
(1) Commercial General Liability. $1,000 ,000 per occu rre nce , $2 ,000 ,000
general aggregate for bodily injury , personal injury and property damage .
(2)
each accident.
Automob ile Liability. No less tha n $1 ,000 ,000 combined single limit for
(3) Workers ' Compensation . Workers' Compensation as requ ired by the
Labor Code of the State of Californ ia of not less than $1 ,000 ,000 per occurrence and Employer's
Liability Insurance with limits of at least $1 ,000 ,000 .
(4) Profess ional Liability . $1,000 ,000 per c la im and in the aggregate .
B. Other Provisions . Insurance policies required by this Agreement shall contain the
following prov isions:
1. All Policies . Each ins urance 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 Liabil ity and Automobile Liability Coverages .
(1) City , and its respective elected and appo inted officers , officials , and
employees and volunteers are to be covered as additional insureds as respects: liability aris ing out of
activities Serv ice 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 spec ial limitations on the scope of
protection afforded to City, and their respective elected and appointed officers , officials , o r
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) Requ irements of specific coverage features or l imits contained in this
Section are not intended as a limitation on coverage , limits or other requirements , or a waiver of any
coverage normal ly provided by any insurance . Specific reference to a g iven coverage feature is for
purposes of clarificat ion only as it perta in s 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 l imits than the minimums shown above , the Agency requires and shall be
entitled to coverage for the h igher limits maintained by the Service Provider. Any ava ilable ins urance
proceeds in excess of the specified m in imum limits of insura nce 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
lim its of insurance required herein may be satisfied by a combinati on 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 in surance 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 prov ided 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 in surer shall agree to wa ive all rights of subrogation against City , and its respective
elected and appointed officers , officials , employees and agents for losses arising from work
performed by Serv ice 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 Provide r 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 fulfi ll the indemnification provisions and
requirements of th is Agreement.
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY ,
a municipal corporation
and
Red 88 Media
-I-
ATTACHMENT 8
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
RED 88 MEDIA
Th is Agreement for Services ("Agreement") is entered into as of th is 8th day of
June, 2016 by and between the City of Temple City, a mun icipal corporation ("C ity") and
Red 88 Med ia, LLC/ a Sole Proprietor ("Service Provider"). City and Serv ice Provider
are sometimes hereinafter individua lly referred to as "Party" and hereinafter collectively
referred to as the "Parties ."
RECITALS
A. City has sought, by request for proposals the performan ce of the
services defined and des cribed particularly in Section 2 of th is Agreement.
B . Service Provider, following subm ission of a proposal for the performance
of the services defined and described particularly in Sect ion 2 of this Agreement, was
selected by the C ity to perform those services .
C . Pursuant to the City of T emple City's Municipal Code, C ity has authority to
enter into this Services Agreement and the City Manager has authority to execu te this
Agreemen t.
D . The Part ies desire to formal ize the selection of Service Provider for
performance of those services defined and described particu larly in Section 2 of this
Agreement and desire that the terms of that performance be as particu larly defin ed and
described herein .
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of t he mutual promises and coven ants
made by the Parties and contained here and other cons ideration , 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 commenc ing on
June 8, 2016 to June 30, 2017 . Agreement can be re newed for an additional two years
upon approval of both parties .
-I -
~--------------· ----
SECTION 2 . SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Serv ices . Service Prov ider agrees to perform the services se t
fo rt h in Exh ibit "A" "Sco pe of Services" (he rei nafter, the "Services") and made a part of
t his Agreement by t his reference .
(b) Sched ul e of Performance . The Services shall be comp leted pursuant to
the schedule specified in Exh ibit "A." Should the Serv ices not be com pleted pursuant to
that schedule , the Serv ice Provider s hall be deemed to be in Default of this Agreement.
The City , in its sole d iscretion , may c hoose not to enforce the Defaul t p rovisions of this
Ag reement and may instead allow Service Provider to continue perform ing the
Services .
SECTION 3. ADDITIONAL SERVICES .
Serv ice Prov ider sha ll not be compensated for any work rendered in connection
with its performance of this Agreeme nt that are in addition to or outside of the Services
unless such addit iona l serv ices are authorized in advance and in writing in accordance
with Sect i on 26 "Ad ministration and Im p lementation " or Section 28 "Amendment " of this
Ag reement. If and when such ad d it io nal work is autho rized , such addit ional work shall
be deemed to be pa rt of the Services .
SECTION 4 . COMPENSATION AND METHOD OF PAYMENT .
(a) Subject to any limitatio ns set forth i n this Agreement, C ity agrees to pay
Service Prov ider t he amounts specifie d in Exhibit "B" "Compensation " a nd made a part
of this Agreement by th is reference . T he total compe nsation , including reimbursement
for actua l expenses , shall not exceed Thirty Thousand and Three Hundred dollars
($30 ,300 .00), unles s add itional compe nsation is approved in writing in accordance with
Section 26 "Admin istration and Implementation " or Section 28 "Amendment" of this
Agreement.
(b) Each mo nth Service Pr ov ider shall furnis h to City an o riginal invoice for a ll
work performed and expenses inc urred during the preceding month . T he invoice sha ll
detai l charges by t he following catego ries : labor (by sub-category), travel , materials,
equipment , supplies , and subcontractor contracts . Subcontractor charges shall be
detai led by the foll owing categories: labo r, travel , mate ri als, equipment and supplies . If
t he compensation set forth in subsection (a) and Exhib it "B " inc lude payment of labor on
an hourly bas is (as opposed to la bo r and materials being paid as a l ump sum), the
la bor category in each invo ice shall in cl ude deta iled desc riptions of task performed and
t he amount of t ime in cu rred for or all oc at ed to that task . City shall in de pe ndently review
each invoice su bmi tted by the Serv ice Provider t o determine whether the work
performed and ex penses incurred are in compliance with the prov isions of thi s
Agreement. In the event that no ch arges or expenses are disputed , t he invoice shall be
ap proved and paid according to the terms set forth in subsection (c). In the event any
charges or expenses are disputed by City , the origina l invoice shall be returned by City
to Service Provider for correct ion and resubmission .
-2 -
(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are d isputed by C ity, City will use its best efforts to cause
Service Provider to be pa id w ithin forty-five (45 ) days of receipt of Service Prov ider's
correct and und isputed invo ice .
(d) Payment to Service Provider for work performed pursuant to this
Agreement shall not be deemed to waive any defects in work performed by Servic e
Provid er.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
C ity may inspect and accept or reject any of Service Pro v ider's work under this
Agreement , e ither during perfo rmance or when comp leted . City shall reject or f i nally
accept Service Provider's work withi n sixty (60 ) days after subm itted to City. City shall
reje ct work by a t imely w ritten expla nati on , otherwise Service Provider's work shall be
deemed to have been accepted . City's acceptance shal l be conclus ive as to such work
except w ith respect to latent defects , fraud and suc h gross m ist akes as amount to
fraud . Acceptance of any of Service Provider's work by City shall not c onsti tute a
wa iver of any of the prov is ions of this Agreement including , but not li mited to , Section
16 "Indemn ification " 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 , devel o ped or
discovered by Service Prov ider in th e 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 th e perm ission of the Service Prov ider. Upon
completion , expiration or termination of this Agreemen t , Service Provide r shall turn over
to City all such orig i nal maps , models, designs , drawings , photographs , stud ies,
surveys , reports , data , notes , compu ter files , f i les and other do cuments .
If and to the extent that City util iz es for any purpose not related t o th is
Agreement any ma ps , models , designs , drawi ngs , photographs , st ud ies , surveys ,
reports , data , notes, computer files , files or other documents prepared , deve loped or
discovered by Service Provider i n the course of providi ng the Services pursuant to th is
Agreement, Service Provider's guarantees and warrant ies in Section 9 "Standard of
Performance " of this Agreement sha ll not extend to such use of the maps , models,
designs , drawings , photographs , studies , surveys , rep orts , data , notes , compute r fi les ,
files o r other documents .
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a ) Serv ice Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services . Service
Provider shall mainta in any and a ll ledgers , books of acco un t , invoices , vouchers ,
canceled checks , or other documents or records evidenci ng or relating to work ,
services , expenditures and d isburse ments 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 deta il ed
so as to permit an accurate evaluation of the services prov i ded by Servic e Prov ider
pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of th is Ag reement and to the
extent requ ired by laws relat ing to audits of publ ic agencies and their expend itures.
(b) Any an d all records or documents requi red to be maintained pursuant to
this section shall be made available for inspection , audit and copying , at any time duri ng
regular bus i ness hs>urs , upon request by C ity or its designated representative . Copies
of such documents or reco rds shall be provided directly to the City for inspection , aud it
and copyi ng when it is practica l to do so ; otherwise , unless an a lternative is mutually
agreed upon , such documents an d records shall be made avai lable at Serv ice
Provider's address indicated for recei pt of not ices 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 , C ity may , by written request ,
require that custody of such documents or records be given to the C ity . Access t o such
documents and records shall be granted to City , as well as to its successors-in-interest
and authorized rep resentatives .
SECTION 8 . IND E PEND E NT CONTRACTOR.
(a ) Service Provider is and sha ll at al l times remain a wholly independent
contractor and not an officer, employee or agent of City. Serv ice Provider sha ll have no
authority to bi nd City in any manner, nor to incur any obligation , debt or liab il ity of any
kind on behalf of or aga i nst City, whether by cont ract or otherwise , unless such
authority is express ly conferred under this Agreement or is otherwise expressly
conferred in writing by City .
(b) The pe rsonnel performing the Services under this Agreement on beha lf of
Service Provider shall at all times be under Service Provider's exclus ive direction and
control. Neither Ci ty , nor any elected or appointed boards, offi cers , officials , employees
or agents of City, s hall have contro l 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 s hall not at any time or in any manner represent that Service Provider
or any of Service P rovider's officers , employees , or agents are in any manner officials ,
officers , employees or agents of C ity.
(c) Neither Servic e Provider, nor any of Service Provider's offi cers ,
emp loyees or agen t s , shall obtain any rights to retirement , health care or any other
benefits which may otherwise acc rue to City's employees . Service Provider expressly
waives any claim Service Prov ider may have to any such rights .
-4 -
SECTION 9 . STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualificat ions ,
experience and facili t ies necessary to properly perform the Services required under this
Agreement in a thorough , competent and professional manner. Service Provider shall
at a ll times faithfully , competently and to the best of its ability , experience and talent,
perform all Services . In meeting its obligations under th is Agreement, Service Prov ider
shal l employ, at a min imum , gene rall y accepted st a ndards and practices utilized by
persons engaged in provid ing 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 crite ria
may be set fort h in Exhib it "A " "Scope of Work" that shall also be applicable to Service
Provider's work under this Agreement. Where there is a confl ict between a general and
a specific standard of performance or performance criteri a, the specific standard or
criteria shall preva il over the general.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS ; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comp ly wi t h all appl icable
federal , state and loca l laws , statutes, codes , ordinances, regulat ions and rules in effect
during th e term of this Agreement. Service Provider sha l l 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 liabl e , 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 p revail ing
wage laws do not apply to th is Agreement because the Agreement does not invo lve any
of t he fol lowing services subject to prevailing wage rate s pursuant to the Ca lifornia
Labor Code or regulations promulgated th ereunder: Construction , alteration , demolition ,
insta ll ation , or repa ir work performed on public bui ldings , faci lit ies , streets or sewers
done under contract and paid for in whole or in part out of public funds. In th is context,
"const ru ction" inc lud es work performed during th e design and preconstruction phases
of cons tru ction incl uding , but not limited to , inspection and land surveying work .
SECTION 12. NONDISCRIMINATION .
Service Provider shall not discriminate , in any way, aga i nst any person on the
basis of race , color, religious cree d , national origin , ancestry , sex, age , physical
handicap , medica l condition or marital status in connection w ith or related to the
performance of this Agreement.
- 5 -
S ECT ION 13. UNAU TH O R IZ ED ALIENS .
Service Prov ider hereby promises and agrees to comply with all of the provisions
of the Federal Immigration and Nationa lity Act, 8 U .S .C.A . §§ 1101, et seq ., as
amended , and in con nection therewith, shall not employ unauthorized aliens as defined
therein . Should Service Provider so employ such unauthorized aliens for the
performance of the Serv ices , and shou ld the any liab ility or sanctions be imposed
against C ity for such use of unauthorized al iens, Service Provider hereby agrees to and
shall re imburse City for the cost of all such liab il ities or sanctions imposed , together with
any and a ll costs , including attorneys' fees , incurred by City.
S ECT ION 14. CONFLIC T S OF INTERES T.
(a) Service Provider covena nts that neither it , nor any officer or principal of its
firm , has or sha ll acquire any interest, directly or indirectly, which wou ld conflict in any
manner with the inte rests of City or wh ich would in any way hinder Service Provider's
performance of the Serv ices . Service Prov ider further covenants that in the
performan ce of this Agreemen t, no person hav ing any such interest shall be employed
by it as an officer , emp loyee , agent or subcontractor without the express written
consent of the City Manager. Service Provider agrees to at all times avoid confl icts of
in t erest or the appearance of any confl icts of interest with the interests of City in the
performance of this Agreement.
(b) City understands and acknowled ges that Service Provider is , as of the
date of execution of this Agreement, independently i nvolved in the performance of non-
related services for other governmental agenc ies and private parties . Service Provider
is unaware of any stated pos ition of City relative to such projects . Any future position of
City on such projects sha ll not be cons idered a conflict of interest for purposes of this
section .
(c) City understa nds and acknowledges that Service Provider will , perform
non-related services fo r other governmental agencies and private Parties following the
completion of the Services under this Agreemen t. Any such future service shall not be
considered a conflic t of interest for pu rposes of this section .
S ECT ION 15 . CON FI DEN T IAL INFORMATI ON ; REL EASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement sha ll be considered confidential, unless such
information is in the publ ic domain or already known to Service Prov ider. Service
Pro vider shall not re lease or disclose any such information or work product to persons
or entities other than C ity w ithout prior written authorization from the City Manager,
except as may be required by law.
(b) Service Provider , its officers , emp loyees , agents or subcontractors , shall
not, without prior written authorization f rom the C ity Manager or unless requested by the
City Attorney of City, vo luntarily provide declarations , letters of support, testimony at
depositions , response to in terrogatories or other information concerning the work
-6 -
performed under this Agreement. Response to a subpoena or court order shall not be
cons idered "vo luntary" provided Service Prov ider gives City not ice of such court order
or subpoena .
(c) If Service Prov ider, or any officer , emp loyee , agent or subcontractor of
Service Provider, provides any informat ion or work product in violat ion of this
Agreement , then Ci ty shall have the right to re imbursement and indemnity from Service
Provider for any damages , cos ts and fees , inc lud in g attorneys fees , caused by or
incurred as a result of Service Provider's conduct .
(d) Service Provider shall promptly notify City shou ld Service Prov ider , its
officers , employees, agents or subcontractors be served with any summons , compla i nt ,
subpoena , notice of deposition , req uest for documents, interrogatories, request for
admissions or ot her discovery request, court order or subpoena from any party
regard ing th is Agreement and the work performed thereunder. City retains the right , but
has no ob ligation , to represent Service Provider or be present at any depositi on ,
hearing or s imilar proceeding . Service Provider agrees to cooperate fully with City and
to provide City with the opportun ity to rev iew any response to discovery requests
provided by Service Prov ider. However , this right to review any such response does not
imply or mean the right by City to control , di rect , or rewr ite sa id response .
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability . W here the law establishes a
professional standard of care for Serv ice Provider's services , to the fu llest extent
permitted by l aw, Service Provider shall indemn ify , protect, defend and hold harm less
City and any and all of its officials , employees and agents ("Indemnified Parties ") from
and aga inst any and all liability (i ncluding liab ili ty for claims , suits , act ions , arb itrat ion
proceed ings , administrative proceedings , regulatory proceed ings , lo sses , 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 attribu t able to , in w hole or in part , any neg ligent or
wrongful act , error or omission of Service Prov ider, or by any indi vidual or entity for
which Service Provider is legally liable , including but not limited to officers , agents ,
employees or sub-contractors of Service Provider , i n the pe rformance of professional
services under th is Agreement.
(b) Indemnificat io n for Other than Professiona l Liab ili ty . Other tha n in the
performance of professional services and to the full extent permitted by law, Service
Provider shall in demnify, protect , defend and hold harmless City , and any and all of its
employees , officia ls and agents from and against any liab ility (including liability for
claims , su its , actions , arbitration proceed ings , administrative proceedings , regulatory
proceedings , losses, expenses or costs of any kind , whether actual , a ll eged or
threatened , i ncluding attorneys fees and costs , court costs , interest, defense costs , and
expert w itness fees), where the same arise out of, are a consequence of, or are in any
way attri butable to , in whole or in part , the performance of this Agreement by Service
Provider or by any ind ividua l or entity for wh ic h Service Provider is le ga ll y li ab le ,
- 7 -
including but not l imited to officers , agents , emp loyees or sub-contractors of Service
Provider .
(c) Indemnification from Subcontractors . Service Provider agrees to obtain
executed indemnity agreements with prov is ions ide nt ical to those set forth in this
section from each and every subcontractor or any other pe rson or entity involved by ,
for, with or on behalf of Serv ice Provider in the performance of this Agreement naming
the Indemn ifi ed Pa rties as add it ional indemn itees . In the event Service P rovider fai ls to
obta in su c h indemn ity ob li gations from others as required here in , Service Prov ider
agrees to be ful ly respons i ble according to the terms of this section . Failure of City to
monitor comp li ance with these requirements i mposes no additional obl igati ons on City
and wi ll in no way act as a waiver of any rights hereu nd er. This obligation to i ndemnify
and defend City as set forth herein is bind i ng on the successors , assigns or heirs of
Service Provider and shall survive the t ermination of this Agreement or thi s section .
(d) Limitation of Indemnification . Notwithstanding any provis ion of th is
section to the cont rary , des ign professionals are required to defend and indemnify the
City only to the extent perm itted by Civil Code Section 2782 .8 , which limits the liabi li ty of
a des ign profess ional to cla ims , su its, actions , arb itrat ion proceedings , admin istrative
proceedings , regu latory proceedings , losses , expenses or costs that arise out of,
pertain to , or rela te to the negligence , reckl essness , or willful miscond uct of the design
profess ional. The term "design professional ," as defined in Section 2782 .8 , is lim ited to
l ice nsed architects, licens ed landscape architects , registered professional engineers,
profess ional land surveyors , and the business entities that offer such serv ices in
accordance with the appl icab le provisions of the Ca l ifornia Bus i ness and Professions
Code .
(e) City 's Neg ligence . The provis ions of this section do not apply to cla ims
occurr ing as a result of City's sole negligence . The provisions of this section sha ll not
release City from liab ility arising from gross negl igence or willful acts or omissions of
City or any and all of its officia ls , employees and agen ts .
SECTION 17. INSURANCE.
Serv ice Provider agrees to obtain and ma intain in full force and effect during the
term of this Agreement the insurance po licies set forth in Exh ibit "C" "Insurance" and
made a part of this Agreemen t. All insurance po li cies sha ll 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 cop ies of requi red pol icies upon requ est .
SECTION 18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerat ions for
this Agreement. City has an interest in the qualificat ions and capab i lity of the persons
and entities who wi ll fulfill the dut ies and obl igations imposed upon Serv ice Prov ider
under th is Agreement. In recognition of that i nterest , Service Prov ider sha ll not ass ign
or transfe r th is Agreement or any portion of th is Agreement or the performance of any
- 8 -
of Service Provider's duties or ob ligations under th is Agreement without the prio r wr itten
consen t of the City . Any attempted assignment s hall be ineffecti v e , null and vo id , and
shall constitute a mate ri al breach of th is Agree ment entit ling City to any and all
remedies at law or in equ ity , including t ermi nation of this Agreement pursuant to
Section 20 "Termination of Agreement." City acknowledges , however, tha t Service
Provider , in the performance of its duties pursuant to th is Agreement , may uti li ze
subcontract ors .
SECTION 19. CONTINUITY OF PERSONNEL.
Serv ice Provider shall make every reasonable effort to ma intain the stab ili ty and
continuity of Service Prov ider'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 Serv ices prior to and during any
such performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may term inate this Agreemen t, with or without cause , at any time by
giving thirty (30) days written notice of termination to Serv ice Prov ider. In the event
such notice is given , Serv ice P rovider shall cease immediately all work in progress .
(b) Service Prov ider may terminate this Agreement for cause at any time
upon th irty (30 ) days written notice of terminatio n to City .
(c) If either Servic e Provider or C ity fai ls to perform any material obligation
under this Agreement , then , in addition to any oth e r remed ies , e ither Service Provider,
or City may term inate this Agreement immediatel y upon wr itten notice .
(d) Upon termination of this Agreement by either Service Provider or C ity , all
property be longing exclusive ly to City whi c h is in Service Provider's possession shall be
returned t o City. Service Prov ider shall furnish t o City a fina l invo ice for work performed
and e xpenses incurred by Service Provider , prepared as set forth in Sect ion 4
"Compensa t ion and Method of Payment" of th is Ag reement. Th is final invoice shall be
reviewed and paid in the sam e manner as set forth in Section 4 "Compensation and
Method of Payment" of th is Agreement.
SECTION 21. DEFAULT.
In the event that Servi ce Provider is in default under the terms of th is Agreement ,
the City sha ll not have any obl igation or duty to continue compensating Service Provider
for any work performed after t he date of defaul t. Instead , th e C ity may give notice to
Serv ice P rovider of the default and the reasons for the defaul t. The notice shall include
the timeframe in whi ch Serv i ce Provider may cure the default . This timeframe is
presumptively thirty (30 ) days , but may be extended , though not reduced , if
circumstances warrant. Du ring the period of ti m e that Service Provider is in default , the
City shall hold all invoices and shall , when the default is cured , proceed with payment
on the invo ices . In the alternative , the City may , in its sole discretion, elect to pay some
-9 -
or all of the outstand in g invo ices during the period of default. If Service Provider does
not cure the default, the City may take necessary steps to terminate th is Agreement
under Section 20 "Termina tion of Agreement." Any fail ure on the part of the City to give
notice of the Service Prov ider's default sha ll not be deemed to result i n a waiver of the
C ity 's legal rights or any rights arising out of any prov i sion of th is Agreement.
SECTION 22 . EXCUSABLE DELAYS .
Service P rovider sha ll not be liabl e for damages, including liquidated damages , if
any , caused by delay in performance or fa il ure to perform due to ca uses beyo nd the
control of Serv ice Provider. Such causes include , but are not limited to , acts of God ,
acts of the publ ic ene my, acts of federa l, st ate or local governments , acts of City , court
orders , f i res , floods, ep idemics, strikes, embargoes, and unusually severe weather.
T he term and price of th is Agreemen t shall be equitably adjusted for any delays due to
such causes .
SECTION 23 . COOPERATION BY CITY.
All public informatio n , data , reports , records, and maps as are existing and
available to City as public records, and which are necessary for ca rrying out th e
Serv ic es shall be furnished to Service Provider in every re asonable way to faci li tate,
without undue delay, the Services to be performed under th is Agreeme nt.
SECTION 24. NOTICES .
All notices re qui red or permi t ted t o be given under this Agreement shall be in
writing and shall be persona ll y delivered , or sent by telecopier or certified mail , postage
prepaid and ret urn receipt requested , addressed as fo llows :
To City :
To Service Provide r:
City of Temple City
Attn : City Manager
9701 Las Tunas Dr .
Temple City , CA 91780
Red 88 Med ia
600 Parkrose Aven ue
Monrovia ,CA 91016
No tice shall be deemed effectiv e on the date personally delivered or transmitted
by facs imil e or, if ma iled , t hree (3) days after de posit of the same in the custody of the
United States Postal Se rvice .
SECTION 25. AUTHORITY TO EXECUTE.
The pe rson or persons exec uting this Agreement on behalf of Service Provider
represents and warran ts that he/she/th ey has/ha ve the authority to so execute t his
Agreement and to bind Service Prov ider to the performance of its obligations
hereunder .
-I 0 -
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or her des ignated representati ve. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amend ments that
commit addition al 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 he irs, executors, adm inistrators ,
successors and assigns of the Parties.
SECTION 28 . AMENDMENT.
No amendment to or modification of th is Agreement shall be valid un less 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 C ity Mun ici pal Code . All other
amendments shall be approved by the City Council. The Parties agree that the
requirement for written modificatio ns cannot be waived and t hat any attempted waiver
shall be void .
SECTION 29. WAIVER .
Waiver by any Party to this Agreement of any term , cond ition , 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 shal l not
constitute a waiver of any other provision nor a waiver of any subsequent breach or
vio lation of any provision of this Agreement. Acceptance by City of any work or
services by Service Provid er shall not constitute a waiver of any of the provisions of this
Agreement.
SECTION 30. LAW TO GOVERN ; VENUE .
This Agreement shall be interpreted, co nstrued and governed acco rding to the
laws of the State of California . In the event of litiga tion between the Parties , venue in
state trial courts shall lie exclusively in the County of Los Angeles , Californ ia. 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 li tigation or other proceed i ng is requ ired 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 rel ief to which it may be entitled .
-II -
SECTION 32 . ENTIRE AGREEMENT .
This Agreement , including the attached Exhibits "A" through "C", is the entire ,
co mplete, final and exclusive expression of the Parties with respect to the matters
ad d ressed therein and supersedes all other agreements or understandi ngs , whether
oral or written , or entered into between Service Provider and C ity prior to the execution
of this Agreement. No statements , rep resentations or other agreeme nts , whether oral
or w ritten , made by any Party which a re not embod ied herein shall be valid and bi nd ing .
SEC T ION 33 . SEVERABILITY.
If any term , conditio n or covena nt of this Agreement is declared or determ ined by
any court of compet ent j urisd iction to be i nvalid , void or unenforceable , the rema ining
provisions of this Agreement shall not be affected thereby and the Agreemen t shall be
read and construe d wi th out the invali d , void or unenforceab le provision(s).
SECTION 34. CON FLIC T ING TERMS .
Except as otherwise stated herein, if the terms of this Agreement confl ict with the
te rms of any Exhib it hereto , or wi t h the terms of any document incorporated by
refe rence into this Agreement , the te rms of this Agreement shall contro l.
IN WITNESS WHEREOF , t he Pa rt ies hereto have executed this Agreement on
the date and year first -above written .
ATTEST :
Pegfkn ~
C ity Clerk
- 12 -
CI TY OF TEMPLE CITY
Bryan Cook
City Manager
APPROVED AS TO FORM
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 INCORPORAT ION ,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER 'S BUSINESS ENTITY .
-13 -
A notary pub lic o r o ther offic er comple tin g th is c e rt if icate ve rifies only the identity of the ind ividual wh o
signed the docum ent to w hi ch t h1s ce rt ifica te is atta c hed , and no t the tru thfulness , acc ura cy , or va lid ity
of tha t d oc u ment.
AL L-P URPOSE ACKNOWLEDGME NT NOTARY FO R CALIF ORNIA
STAT E O F CALI FORNIA
COUN TY O F LOS A N GELES
)
)
On -u..· J~uu.n-t;...1f-o::......,.,r=-=-!....ll4._____._.-=2=0 -4-/~ befo re me ,
Dat e ~~~n~ue Y~~~-J. "J~At~~ry:}y~J-\ c_
~. JENNIFER VENTERS ~1 Commlnlon t12112821 ~ r-e Notary Publ ic • C111torn11 j
z Los Anottt• County -J. •.•• .= m =: tu: t91/e,el
w ho proved to me on th e basis of satisfactory evidence to be th e
pers on (s) wh o se name(s ) is/are sub scribed to the wi th in
in strument and acknowled ged to me t hat he/she/they execu ted
the same in his/her/thei r authorized capacity (ies ), a nd that by
hi s/he r/the ir sig na t ure(s) on th e instrume nt t he pe rson(s), or th e
en tity up on beha lf of w hich t he person(s) acted , executed t he
instrument.
I cert ify under PE NA LTY O F PE RJ URY unde r t he laws of the
State of Ca li forn ia that th e forego ing para graph is true and
correct.
WI TNE SS my ha nd and official seal.
OPTIONAL
Thoug h th is sect ion is o ption a l, com ple ting th is information can deter al tern ation of the d ocum ent or fraudulent
reattac hment of this for m to a n un intended docu ment.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
Ind ividual
Corpora te O fficer
DESCRIPTION OF ATTACHED DOCUMENT
Tit le(s) Title or Type of Doc ume nt
Partne r(s ) Limited
Attorney-! n-F act
Trustee(s )
Guardian /Cons ervator
Oth er:
Signer is rep rese ntin g :
Name Of Perso n(s ) Or Entity(i es)
G enera l
Number Of Pages
Dat e Of Document
Signer(s) Othe r Tha n Na med A bov e
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 fina l 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, 20 16 , record 24 Cou ncil 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 obtai n software that w ill provide Meeting Video + Agenda
Interface to g ive the public the ab ili ty to view video clips corresponding to
the specific agenda item . Consultant will provide the City the opportunity
to test the Meet ing Video+ Agenda Interface by August 16 , 2016 .
Each meeting video will be presented with proper ci ty branding online for
the public to view with an agenda attached to the video playback .
Addit ional meeti ngs or events inside the council chamber beyond the
minimum will be cove red at the City 's' re quest and by mutual agreement
between the City and Consultant. Add it ional fees will be mutua lly agreed
upon on an event by event basis if extra staff or equipment is requ ired
beyond what is typically needed (1 staff up to 5 hours of meeting
coverage) for regu lar City Counci l meeting coverage . Al l meetings w ill be
A-I
recorded and avai labl e for broadcast on City 's cable Publ ic , Education ,
Government access c hann el within 24-48 hou rs .
Co ns ulta nt wi ll encode and i ndex C ity Counci l meetings for use on t he
web using th e Ci ty's YouTube c ha nnel.
Consu ltant wi ll provide 1 copy of the meeting video on a DVD for t he City
within 24-48 hours of a mee ting and up to 2 additional cop ies within 24 -
48 hours , upon request by t he City , at no add it ional cost. Consultant will
provide , upon request by the City , DVD 's or Digital File of Arch ived
(Prev iously Recorded) pro grams up t o a ma ximum of two (2) cop ies at the
Audio Visu al Service Rate . Upon request by City of more than two (2)
additiona l DVD 's or Digital F il es , City and Consu ltant will negotiate per
request.
C. TCTV 3 Operations
Schedu le all Cit y Cou nc il Meetings, PSAs , any oth er government content
utilizing the cit ies equip ment, work with City Clerk to maintai n the TCTV3
Bul letin Bo ard twice a month posting all staff submitted slides , as well as
design and build new slides per month depend i ng up on the total slides
subm itted by City . Artwork or conten t for these new slides may be
provided by City Cler k's office . Any co ntent not provide d by City Clerk's
office will need approva l of th e City Clerk's office before broadcasting .
D . Video Production Services (As needed)
Sing le Camera Event ut i li zing 1 lo cked down camera , digita l audio
recorder, basic ope ning and closing graphics, music , and single post to
YouTube/Facebook (4 hou r m inim um).
E . Video Production Se rvices (As needed)
Multi -Camera Event utili zing 3+ locked down cameras , switcher, digital
audio and video recorder, cables , basic open ing and closing titles , music,
and single post to YouTube (4 hour mini mum ).
A-2
F. AudioNisual Services (As needed)
Be on call for any special events or meetings that require assistance to
City Staff in rega rds to Aud io eq uipment 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 f ield for immed iate posting .
H. Event Coverage-Single Camera Event (As needed)
1. 1 Camera Operator/ Director
DSLR/iPad Rig/ ENG Camera, Wireless Aud io
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 Ope rators
2. 1 Producer/ Technical Director
3. 1 Equipme nt Package : Camera , Switcher, Camera Audio ,
D igital Audio and Video Recorder, Cable,
Mise Equipment , Local Travel Expenses , Insuran ce
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 Consu ltant
I.
A. Transition Period $45/per hour up to $1,500
B . Video Production of C ity Council $900/per meeting
Meetings and Meeting V ideo + 2 meetings /per month .
Agenda Interface
Th e per meeting rate of $900 .00 may
increase each year by the lesser of
three percent (3%) or the CPI for the
Los Angeles -R iverside-Orange County
are as each year (the February prior to
the February of t he extension request
year) fo r the duration o f 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 . V ideo Production Serv ic es $1 ,585/per event
Mult i-Camera Event
F . AudioNisual Serv ices $55 -$125/ per hour
G . Emergency Media Services $75/per hour
H . Event Coverage $65/ per hour
S ingle Camera Event
1. 1 Camera Operator I Director
2 . 1 V ideo Editor $55/per hour
I. Multi Camera Event
1. 3 Camera Operators $55/per hour
2 . 1 Producer I Technical Directo r $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.
8 -1
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain
insurance , acceptab le to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries t o persons or damages to property wh ich may
arise from or in con nection with the perfo rman ce of the Services by Service Provider, its
agents , rep resentatives 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 foll owing scope and limits of insurance :
1. Minimum Scope of Insura nce . Coverage shall be at least as broad
as:
(1) Commercia l General Liab il ity . Insurance Services Office
form Commercial General Liability coverage (Occurrence Form CG 0001).
(2) Automobile. In surance Services Office form number CA
0001 (Ed . 1/87) covering Automob il e Liability , i ncluding code 1 "any auto" and
endorsement CA 0025, or equivalent form s subject to the written approval of the City .
(3) Workers' Compensatio n. Workers ' Compensation insurance
as required by the Labor Code of State of California covering a ll persons providing
Services on behalf of the Service Provider and all risks to such persons under this
Agreement.
(4) Professio nal Liability . Professional liabil ity insurance
appropriate to the Service Provi der's profess ion. This coverage may be written on a
"claims made" basis , and must include coverage for contractua l liability. The
professiona l liability insurance required by th is Agreement mu st 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 fo r at least three (3) consecutive
years following the completion of Service Provider's services or the termination of this
Agreeme nt. Du ring this additional three (3) year period , Serv ice Provider sha ll annually
and upon request of the City submit written evidence of this continuous coverage .
2 . Min i mum Limits of In surance . Service Provider shall ma inta in limi ts
of insurance no less than :
(1) Commerc ial 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 bodi ly injury and
property damage . A comb ined single lim it policy with aggregate limits in an amount of
not less than $2 ,000 ,000 shall be co nsid ered equivalent to the sa id requ ired minimum
limits set forth above.
(3) Workers' Compensation . Workers' Compensation as
required by the Labor Code of the State of Ca li fornia of not less than $1 ,000 ,000 per
occurrence .
(4) Professional Liability . $1 ,00 0 ,000 per occurrence .
B. Other Provis ions . Insurance policies required by this Agreement shall
contain the following prov isions :
1. All Policies . Each insurance policy required by this Agreement
shall be endorsed and state the coverage shall not be suspended , voided , cance ll ed by
the insurer or either Party to this Agreement , reduced in coverage or in limits except
after 30 days' prior written notice by cert ified mail , return rece ipt requested , has been
given to City.
2 . Commercial General Liab ility and Automobile Liability Coverages .
(1) City , and its respective elected and appointed officers ,
officials , and employees and volunteers are to be co vered as additional insureds as
respects : liability aris ing out of activities Serv ice Provider performs; products and
completed operations of Service Prov ider; prem ises owned , occupied or used by
Serv ice Provider; or automob ile s owned, leas ed , hired or borrowed by Service Provider.
The coverage shall conta in no special l imi tations 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 w ith respect to City , and its respect iv e elected and appointed , its officers ,
officials , employees and vo lunteers . Any in surance or self-in surance maintained by
City , and its respective e lected and appointed officers , offic ials , emp loyees or
volunteers , shall apply in excess of, and not co ntribute with , Service Provider's
insurance .
(3) Serv ice Provider's insurance sha ll app ly separately to each
ins ured against whom claim is made or su it is brought, except with respect to the limits
of the insurer's liability .
(4) Any failure to comply w ith the reporting or other provisions of
the insurance policies , in cludi ng breaches of warra nties , shall not affect coverage
C -2
provided t o City , and its respective elected and appointed officers , officials , employees
or volunteers .
3 . Workers' Compensation Coverage . Un les s the City Manager
otherwise agrees in writing , the insurer shall agree to waive all rights of subrogation
against City , and its respectiv e elected and appo i nted officers , officials , employees and
agents for losses arising from work performed by Service Provider.
C . Other Requ irements . Service Provider agrees to deposit w ith C ity , at or
before the effective date of this Agreement , certificates of in surance necessary to
satisfy C ity that the insurance provisions of this contract have been complied with . The
City may req uire that Service Provider furnish City with cop ies 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 beha lf . City
reserves the right to inspect comp lete , cert ified copies of all requ ired insurance policies ,
at any time .
1. Service Provider shall furnish ce rtifica tes and endorsements from
each subcontractor identi cal to those Service Provider provides .
2 . Any deductibles or self-i nsured retentions must be dec lared to and
approved by City . At the option of City , either the insurer shall reduce or eliminate such
deductib les or se lf-insured retentions as respects City or its respective e lected or
appointed officers, offic ials , employees and volunteers or the Service Provider shall
procure a bond guaranteei ng payment of losses and related investigations , claim
administrati on , defense expenses and claims .
3 . The procu ring of such required policy or policies of insurance shall
not be construed to li mit Service Prov ider's liability hereunder nor to fu lfill the
indemnification provisions and re quirements of this Agreement .
C-3
FIRST AMENDMENT TO
AGREEMENT FOR SERVICES
by and between the
CITY OF TEMPLE CITY
a nd
RED 88 MEDIA
Dated May 2, 2 0 1 7
FIRST AMEN D MEN T TO AGREEM EN T F OR SERVI CES
This Fir st Amendment to Agreemen t for Se r ices ("Firs t Amendmen t"), which is dated
fo r refe rence as ind icated on the cove r page, is hereby ente red int o by a nd betwee n the C ITY OF
TEMPLE C ITY, a Ca li fornia charter c it y ("C ity''). and Red 88 Media , a LLC/ a Sole Prop riet o r
(''Service Provide r''), as fo ll ows:
R EC ITA L
A. City and Service Provider en te red in an Agreement for ervices on June 8. 2016
('·Agree ment'"). The Agreeme nt prov ide s that Service Provider' i ll reco rd City Council
meetings, buil d on-air gra ph ics, run live Yo uTube stream , a rchive each meetin g on
hos ted web pagc , provide use r int er face w ith orga n ized agenda ite ms, sc hed ule mee t ings
on TCTY3 (Yo uTube) and ma int a in t he C it y"s bu ll etin boa rd twice a mon th .
8. This Firs t A mendment amen ds Sect ion 1 "Term of Ag reement'' to ex tend the term fo r
one yea r th ro ugh Jun e 30 , 20 18 , w ith the opt ion to extend b. mu tua l agreement of the
partie s. in '"'r itin g, for an addi ti ona l pe riod of t, o year.
C. This Fir st Am endmen t also a mend s ection 16 of the Agreeme nt to modify the
indemnifica ti o n terms so that t hey will comply wit h new standard s req ui red of the City
by it s ins ur ers.
D. T hi s First Am end ment fina lly a me nds Section 17 of the Ag reemen t to modify certa in
language rela ted to in surance to bett er comply wi th standard s requ ire d of the City by its
insurers.
OPE RATI VE PROV I S ION S
OW. T l IEREFORE. in consi deratio n of the promises made and rec it ed herein, the
part ie s do hereby ente r int o th is first Ame ndment "hieh mod i fie s and amends the Agre ement as
fo ll ows:
I. A MENDMENT. T he Agreem e nt is hereb y modified a nd amended as follows:
1.1 T E RM O F AGRE E M ENT.
amended as follows:
eet ion 1 of the Agreement 1s hereby
·'The term of this Agreemen t shall be through June 30, 2018 , subject to
early terminatio n as provid ed in ec ti on 20 "Tcnnination of Agreement''
of this Agreeme nt. Th e tenn ma y be ex te nded by mutual agreement of the
pa rtie s memor ial ized in a ' r ittcn a me ndm en t to t hi s Agree ment.''
1.2 Ind emnifica tion. Secti o n 16 of the Agreement is hereby amended to read
as follows:
(a) Indemni fi ca t ion fo r Pro fess io na l Lia bili ty. Where the law
es tabli she s a pr o fessiona l standard of ca re for ervice Provider's services,
-2-
to th e fulles t ex t ent perm itted by law , Se rvice Prov ider s hall indemnify.
pr otect. defe nd and ho ld harmle ss C it y an d any a nd a l l of it s offic ia ls,
empl oyees and age nt s (''Inde mn ifi ed Parti es") fro m and aga in s t any a nd
all liab ility (i nc ludin g li ab ilit y fo r c laim s, s uit s , ac ti ons, a rbitrat ion
pr ocee din gs , ad min istrat ive procee din gs, reg u la tory proceedin gs. losses,
expenses or cos ts o f any k ind. wheth er actua l, a lleged or threatened,
includin g atto rne ys' fee s and costs, co urt costs, intere s t, defen se costs , a nd
ex pert witness fee s) ari se o ut o f. a re a co nsequence of, o r are in any way
attr ibut able to, in wh o le or in part. any negligent or wro ngfu l ac t . erro r or
o mi ssio n of Se rvi ce Provider , or by any in dividual or entit y for wh ich
Se r vic e Pr ov ider is lega ll y li able , inc l udin g but no t limited to offi cer s,
agen ts, empl oye es or s ub -ervice Prov id e rs of Serv ice Prov ider, in th e
performance of profe ss ional se rvi ces under thi s Agreeme nt.
(b) Indemnifi ca ti on fo r O ther th an Pro fe ss ional Liabili t y.
Other tha n in th e perfo rm a nce o f profess io na l se rvices and to the fu ll
ex ten t permi tt ed by law . Service Prov id er s hal l in demnify. pr otect. defe nd
and hold harmless City, a nd any and a ll o f it s employees, officials and
age nt s from and aga in st any li ab ilit y (inc luding li a bility for cl ai ms . su it s,
ac t ions. arbi tr ati on pr ocee din gs, ad mini s trative procee din gs . reg ul atory
proceedings, losses, expe nses or cos ts of an y kind . whe ther ac tu al , alleged
or threa tened, in clud ing attorneys ' fees and cos ts, co urt cos ts, inte re st,
defe nse cos ts, and expert w itness fees), where th e sa me ari se o ut of, are a
cons equen ce of, o r are in any way attributable to. in who le o r in part , th e
pe rformance of thi s Agr ee men t by Se rvice Pr ov id er or by any individ ua l
o r entit y for whic h Service Prov ider is legal ly li ab le, in cludin g but not
l im it ed to office rs, age nts . employees o r sub-Serv ic e Pr ov ider s of Service
Provider.
(c) Indemnifi catio n from Sub-Ser vice Providers . Serv ice
Pr ovider ag re es to obta in e xecu ted indemn ity ag ree ment s with prov is io ns
identi cal to those se t fo rth in th is sec ti on fr om eac h and every Su b-S erv ice
Pr ovi der or any o th e r person or entity in vo lved by. fo r, with or on be ha lf
o f Service Prov ider in th e perfo rm ance o f thi s Ag ree ment nami ng the
Ind e mnifi ed Partie s as addi ti o nal indemnitee s. ln the eve nt Service
Pr ov ider fa i ls to ob tain such indemnity o bli ga ti o ns from othe rs as requi red
herein. ervice Provider agree s to be ful ly responsib le acco rd ing to the
term s of this sec ti on. Failure of Ci ty to monit o r co mpl iance wi th these
requ iremen ts im poses no ad d iti o nal o bli ga t io ns on Ci ty and will in no\ ay
act as a waive r o f any ri ght s here under. Th is obl iga t ion to indemnify and
defen d Cit y as se t fo rth herei n is binding o n th e succes sors, assigns or
hei rs o f Se rvice Provider and s ha ll survive t he terminat io n of thi s
Ag reem ent or thi s sec ti on.
(d ) Limit ation of Inde mnific a ti on. 'otwith s tandin g any
pro vision of thi s se cti on to the co ntrary, des ig n professio na ls are required
to de fe nd and indemni fy the C ity only to th e ex ten t permitted by C ivil
-3-
Code ect ion 27 82.8 , which limit th e liabilit) o f a design profes ional to
claims , s uit s. ac ti ons, arbitrati on proceedings, admi ni str ati ve proceedings.
regu latory proceed ings. lo scs. ex pense s o r costs th at ari se out of, pe rt a in
to, or relate to the neg I igc nce, reck le ss ness , or wi II fu l m isco ndu ct of the
des ign pro fe ss iona l. The term ··des ign professional,'' as defin ed in ec ti on
2782 .8. is l im it ed to li censed a rc hitect s. l icen se d land sca pe architect s,
reg iste red pro fe ss io na l en gin ee rs, professio nal la nd sur veyor s, a nd th e
bu s ine ss enti ti es th at offe r s uch se rvices in acco rd ance w ith th e a ppl icable
provi s ions o f th e Ca li forni a I3u si nes s and Pr o fes s ions Co de.
(e) C it v's eg li gcnce . T he pr ov isio ns o f thi s sec ti on do not
appl y to clai ms occurr ing a a re s ult of Ci ty's so le ne gli gence. The
prov is ions of thi s sec t io n s hall not re lease City from liab ilit y ari si ng fr om
gross neg li ge nc e o r willful ac ts or omi ss io ns of Ci ty o r any and a ll of its
o ffi cia ls. employees and age nt s.
1.3 In s ura nce. cc ti on 17 of the Agreeme nt is hereb) ame nd ed as fo ii O\\S:
Se rv ice Prov id er ag rees to ob ta in a nd maintain in full force and effec t during the
term of th is Ag reement th e ins urance po licies se t for th in Exhib it "C" "I n ur anc e .. a nd
made a part of th is Agree me nt. A ll in s urance po licie s shall be su bj ec t to app rova l by
C it y as to for m and co ntent. The se requirement s are subject to amend ment or wai ve r if
so appr oved in writing by t he C it y Ma nage r. crv ice Prov ider agree s to prov ide C it y
wit h cop ies o f requi red po licie s up on reque st.
2. GENERAL P RO VI S I ON .
2 .1 R e ma in der Unch a nged . Exce pt as s pe cificall y modified and ame nd ed in
thi s Fir t Amendmen t, th e Agree ment remain s in fu ll force and effec t and bindin g upo n the
pa rtie s.
2.2 In teg r a t ion . Thi s Fi rst Amend me nt co ns ists o f page s I through _
incl us ive . \'vhich co nstitute th e entire und e rsta ndin g and agreement of th e part ies and su perse des
all nego ti at ions or prev ious ag ree ment s bet wee n the part ie s with re spect lo a ll or any part o f th e
tran sa ct ion discussed in t hi s First Amendment.
2.3 Effec tiv e Date. T hi s First Ame ndment s hall not beco me effec ti\e until
th e da te it has been form all y app rove d by th e Ci ty Co unc il and ex ecuted by th e appropri ate
a uth oritic o f th e Ci ty and ervicc Prov ider .
2.4 A ppli cab le Law. The law s o f the State o f Ca lifornia s hal l gove rn th e
int erpretati o n and enforcem e nt of thi s Fir st Amendment.
2.5 Re fe r ences. A ll referenc e to th e Ag reem ent inc lud e a ll th e ir res pec ti ve
te rms a nd prov is ions. All de fined term s util ized in this Firs t Am e ndmen t have the sa me meaning
as prov id ed in the Agreement. unl ess ex pressly stated to th e contra ry in th is Fi rst Am endmen t.
-4 -
IN WITNESS WHEREOF, th e pa rti es here to ha ve executed th is First Amendm e nt to
th e Ag reem e nt on th e date and yea r fi rst writt e n ab ove.
CITY :
TH E C ITY OF T EMPLE C ITY
B y ~ Br ya n ~it yManagef
ATTEST :
AP PR OVED AS TO FO RM
SERVICE PROVID ER:
~ Pu/ ;( y )Y1-2/: -~·(
By: fr1 ;; ~
~------~------//~=---------
a me : __ ---r-'---'r'--"-~.:.....:..._;_, '_:> ____ =6-...L!"--=A-=-rv __ __
l
T itle : 0 v f.!..-<. c
By: ----------------------------
1ame : -----------------------
-5-
NOTE:
T it le: --------------------
SERVI CE PROVI DER'S S I GNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE I NCLUDED AS MAY
BE REQU I RED BY THE BYLAWS , ARTICLES OF INCORPORAT ION ,
OR OTHER RULES OR REGULATIONS APP LI CABLE TO SERVIC E
PROVIDER 'S BUSINESS ENTITY.
-6-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary publ ic or other officer completing thi s certificate verifies only the id entity o f the individual who
sig n ed th e docum e n t, t o which this ce rt ificate is attac hed, an d not th e trut hfu lness , accuracy, or val idity
of that docum ent.
State of California }
County of Lo s Ange l es
on Ju~E l 1 2o\{ before me, ____;;J::;_l_lU_Prt0 __ tJ_IJ_..,J_€_l...._,_~ __ '{-=--p......__u_&L_\C __
Insert Name of Notary Pub lic and Tit le)
personally appeared ~~~~~~~~~~~~~'~~~~~~~~~~~~~~~~~~~~~~-
•
JILLIAH NUNEZ
Notify Public • CtiHOf'nil
-LOI Angttll County
Commiuion II 2147761
Ill CoiMI . b ftl Mat 28 .2020
Place Notary Seal Above
who proved to m e on th e basis of sat is factory evi dence
to be the person(s) whose name(s) is/are subscribed to
th e within ins trum ent and acknowledged to me that
he/she/they executed the same in his/her/thei r
authorize d ca pacity (i es), and that by his/her/their
signature(s) on the i nstrument the person(s), or the
entity upon beha lf of which the person (s) acted,
exec uted the i nstrum ent.
I cert ify under PENALTY OF PERJURY under the laws of
the State of Ca li fornia that the foregoing p aragra p h is
true and correct .
ea l.
---------------------------OPnONAL ----------------------------
Though the information is not required by law, it may prove valuable to persons relying on the document and could
prevent fra udulent removal and reattachment of this fo rm to another document.
Description of Attached Document
T~le of Type of Document:~~~~~~-~~~~~----------------------~
Docu m en t Date : __________________ ~ N umber of Pages:--------~
Signer(s) other Than Named Above:----------------------------
Capacity(ies) Claimed by S i gner(s)
Signer's Nam e :-------------
0 Individual
0 Co rporate Officer-Ti t le(s): ______ ~
0 Partner 0 Limited 0 Genera l -====~
0 Attorney in Fact
0 Trustee
0 G uard ian or Conserva tor
0 othe r:---------
Signer is Representing : ____ _
Signer's Name : ______________ _
0 Individual
0 Co rporate Officer-T itle(s): ~;,:;lj====· 0 Partner 0 Lim ited 0 Genera l
0 Attorney in Fact
0 Trustee
0 Guardia n or Co n servator
0 Other :------~~~
Signer is Re presenting :~~~~-
I
I I
EXHIBIT "C"
INSURANCE
A. Insura nce 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 wh ich 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" req uirements are applicable and Service Provider shall provide th e
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 Liabi lity. 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 ari sing 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.
Profess ional (Errors and Omissions) Liab il ity . Professional li ability ins urance appropriate to
the Service Provider's profession . This coverage may be written on a "claims made" basis ,
and must incl ude 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. D u ring this additional three (3) year period , Service Provid er
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 in ception date, continuity date, or
retroact ive 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 th is agreement.
1 . Minimum Limits of Insurance . Service Provider shall maintain limits of insurance
no less than :
(1) Commercial General Liab i lity . $1 ,000,000 per occurrence , $2 ,000 ,000
general aggregate for bodi ly injury, personal injury and property damage .
(2)
each accident.
Automobile Liability . No less than $1 ,000 ,000 combined single limit for
(3) Worke rs' Compensation . Workers' Compensa tion as required by the
Labor Code of the State of Californ ia of not less than $1 ,000,000 per occ urren ce and Employer's
Liab ility Insuran ce w ith limits of at least $1,000,000 .
(4) Professiona l Liability . $1 ,000 ,000 per claim and in the aggregate .
B . Othe r Provisions . Insurance policies required by this Agreement sha ll contain the
following provis ions :
1 . All Policies . Each insurance po licy required by this Agreement shall be endorsed
and state the coverage shall not be suspended , vo ided , cance lled by the insurer or either Party to this
Agreement , reduced in coverage or in l im its except after 30 days' prio r written noti ce by certified mail ,
return rece ipt requested , has been g ive n to City .
2 . Commercia l Genera l Liability and Automo bile Liability Coverages .
(1) C ity, and its respective elected and appointed officers , officials, and
employees and volunteers are to be covered as addi ti onal 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 Prov ider; or automobiles owned , leased , h ired or
borrowed by Service Provider . The coverage shall contain no special li mitations on the scope of
protection afforded to City , and their respective elected and appointed officers , officials, or
employees .
(2) Service Provider's insuran c e s hall apply separately to each ins ured
aga inst whom cl aim is made or suit is brought , except wi th respect to the limits of the insurer's
li ability .
(3) Requ ire ments of spec if ic cove rage fea t ures or lim its conta ined in this
Section are not intended as a limitation on coverage , limits or other requ irements , or a waiver of any
cove rage normally provided by any i nsurance . Specific refere nce to a given coverage feature i s for
purposes of clar ifica tion only as it pertains to a given issue and is not intended by any party or in sured
to be all inclusive , or to the exclusion of other coverage , or a wa iver of any type . If the Service
Provider maintains higher limits than the minimums shown above , the Agency requires and shall be
entitled to coverage for the higher limi ts maintained by the Service Provider. Any ava ilable i nsurance
proceeds in e xc ess of the specified minim um lim its of insurance and c overage shall be avai lable to
the Agency .
(4) Coverage provided by the Service Provider shall be pri mary and any
insura n ce or self-insurance or ma intained by A g ency shall not be requ ired to contribute to it. The
limits of insurance required here in may be satisfied by a combinatio n of primary and umbre lla or
excess ins urance . A ny umbrella or excess insurance shall contain or be endorsed to contain a
provision that such coverage shall also app ly on a primary and no n-contribu tory basis for the benefit
of Age nc y before the Agency's own insurance o r self-insurance shall be c alled upo n to protect is as a
named insured .
(5) Any failure to comply with the rep orting or other prov isions of the
insurance poli cies, including breaches of warranties , shall not affect coverage provided to C ity , and its
respective elected and appointed officers , officia ls , employees or volunteers .
3 . Workers' Compensation Coverage . Unless the City Manager otherw ise agrees in
writing, the insurer s hall agree to waive all rights of subrogation against C ity , and its respective
elected and appointed officers , officials, employees and agents for losses aris ing from work
performed by Service Provide r.
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 orig inal endorsements effecting coverage requ ired by th is Exh ibit "C". The
certificates and endorsements are to be signed by a person authorized by that in s urer to bind
coverage on its behalf. City reserves the right to inspect complete , certified copies of all req uired
insurance policies , at any time .
1. Service Provider shall furn ish 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 li mit Service Provider's liability hereunder nor to fulfill the indemnificat ion provisions and
requirements of this Agreement .
Video Production, Recording,
Editing, & Support Services
Cost Proposal
City of Temple City
02.08.18
Prepared for: Contact: 60J Patkrose Ave.
Peggy Kuo Trav1s Gray Monrovl8 , CA 91016
City Clerk TrayjsGrai!@Red88Media com www Bed88Med1a c om
Owner
6 26.386.8245
ATTACHMENT C
88
Fees-Reta ined
2
~dec Product1on of Oty Council Meet1ngs
Record 24 Council Meet1ngs a year. bu11d on-ar gaph1cs, run live You Tube stream. archiVe each
meehrg on hosted webpage, user Interface wth organiZed agenda 1tems. schedule meetngs
on TCTV3.
TC1V 3 Operat1011s
Schedule all Oty Council Meetings, PSAs . any other government content ut1hZJrg the c1t1es
equipment, bu11d and manage the City Connect Feed (Bulletin Board Sl1des) twice a month, and
maintain ons1te equ1pment.
Gra nd Total
$924.30
I per Meeting
$600
/per Month
$29,383.20
88
Fees-Add-ons
Video ProductQI'I Servces
S•nge Camera Event ut. •z.ng 1 camera. dg ta' audo recorder, basiC open ng ard cloong
graphiCs, musiC. ard snge post to YouTube/Facebook (4 hour mmnum}
2 Mult1 Camera Event ut •z,ng 3+ cameras, SWitcher. d g tal aud o and VIdeo recorder. cables,
baSic openng and Clos ng t1tles. mus1c, and s•ngle post to You Tube (4 hour m r mum}
3 Audio I Visual ServiCes (add-on}
4
Be on call for any spec•al events or meet•ngs that reQtJife ass•stance to City Staff n regards to
AudiO equ pment or Vsual presentations
Emergency ~a SerVIces (add-on}
Be on ca •n the case ol an emergency to gve support to City Staff Take Ovef soc.a med a
netv.Qrks ,f need be to gve nformatton to the cornrrun•ty Shoot and Record V'deo. audo, or
mages as neeood at the EOC or 1n the f:eld for mmeoa!e posttng
$480
I per Event
$1,585
I per Event
$55 $125
I per Hour
$75
I per Hour
88
Even t Cove rage Rate Sheet
3
Single Ca mera Event
Camera Operator I Director
DSLR I iPad R1g I ENG Camera, Wire~ss Aud.o
Aud10 Digital Recorder, Travel Expenses
VIdeo Edito r
BasiC Opening and Closng Tit~s.
Lower 3rds, Cataloge Background Music,
Single post to You Tube. 1 Non-Menu DVD
Multi Ca mera Event
Cam era Opera tors
Producer I Techn ical Director
Equipment Package: Cameras. Switcher, Camera AudiO,
Digital Aud1o and Video Recorder. Cable ,
Msc Equpment, Local Travel Expenses. Insurance
Video Editor
Basic Open,ng and Cbs•ng T1t~s .
Lower 3rds, Catabge Background Mus1c.
Single post to You Tube, 1 Non-Menu DVD
$65hr
$55hr
$55 hr
$75 hr
$350
$55hr
88