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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
VIDEO PRODUCTION, BROADCAST AND WEB STREAMING
SERVICES FOR CITY COUNCIL MEETINGS FOR FY2015-16
1. PARTIES AND DATE.
This Agreement is made and entered into this day of 3:4
20 �� by and between the City of Arcadia, a charter city organized' under the
Constitution and laws of the State of California with its principal place of business at 240
West Huntington Drive, Arcadia, California 91066-6021 ("City") and Studio Spectrum,
Inc., a California S-Corporation with its primary place of business at 1056, North [Take
Street, Burbank, California, 91502. City and Consultant are sometimes individually
referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set orth
in this Agreement. Consultant represents that it is .experienced in providing video
production and web streaming services, is knowledgeable about the operation and
maintenance of the equipment that is owned and used by the City of Arcadia at the time
of this Agreement, is licensed in the State of California, and is familiar with the needs of
the City. •
2.2 Project.
City desires to engage Consultant to render such services as set forth in this
Agreement. .
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional se ices
necessary for the Project ("Services"). The Services are more particularly describ-d in
Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be
subject to, and performed in accordance with., this Agreement, the exhibits attached
hereto and incorporated herein by reference, and all applicable local, state and federal
laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from July 1, 2 15
through June 30, 2016, unless earlier terminated as provided herein. Consultant s all
complete the Services within the term of this Agreement, and shall meet any o her
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contra tor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform simila- or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be. under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due uch
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligat ons
respecting such additional personnel, including, but not limited to: social security to es,
income tax withholding, unemployment insurance, disability insurance, and wor ers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Serv•ces
expeditiously, within the term of this Agreement, and in accordance with the Schedu e of
Services set forth in Exhibit "B" attached hereto and incorporated herein by refere ce.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 .Conformance to Applicable Requirements. All work prepare by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Cons Itant
may substitute other personnel of at least equal competence upon prior written app oval
of City. In the event that City and Consultant cannot agree as to the substitution o key
personnel, City shall be entitled to terminate this Agreement for cause. As discu sed
below, any personnel who fail or refuse to perform the Services in a manner accep able
to the City, or who are determined by the City to be uncooperative, incompete t, a
threat to the adequate or timely completion of the Project or a threat to the safe y of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement is: John
Buckowski.
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3.2.5 City's Representative. The City hereby designates Dominic
Lazzaretto, or his designee, to act as its representative for the performance of his
Agreement ("City's Representative"). City's Representative shall have the power to act.
on behalf of the City for all purposes under this Contract. Consultant shall not ac ,ept
direction or orders from any person other than the City's Representative or his or her
designee.
3.2.6 Consultant's Representative. Consultant hereby designates J hn
Buckowski, or his designee, to act as its representative for the performance of this
Agreement ("Consultant's Representative"). Consultant's Representative shall hav full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Servi es,
using his best skill and attention, and shall be responsible for all means, meth ds;
techniques, sequences and procedures and for the satisfactory coordination o= all
portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's 6taff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and main sins
that it is skilled in the professional calling necessary to perform the Services. Fi ally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided r in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its ub-
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of perso s or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Cons Itant
and shall not be re-employed to perform any of the Services or to work on the Proje t.
3.2.9 Laws and Regulations. Consultant shall keep itself fully inform d of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Cons U ltant
performs any work knowing it to be contrary to such laws, rules and regulation and
without giving written notice to the City, Consultant shall be solely responsible f r all
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costs arising therefrom. Consultant shall defend, indemnify and hold City, its offici:Is,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of :ny
failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consul ant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Ref•rm
and Control Act ("IRCA"). Consultant is and shall remain in compliance with the I CA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its agents, officers and employees, f om
any liability, damages or causes of action arising out of or relating to any claims hat
Consultant's employees, or the employees of any subcontractor hired by Consul ant,
are not authorized to work in the United States for Consultant or its subcontractor and/or
any other claims based upon alleged IRCA violations committed by Consultan or
Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory t the
City that it has secured all insurance required under this section. In addition, Consu tant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secure all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, a its
expense, procure and maintain for the duration of. the Agreement insurance ag inst
claims for injuries to persons or damages to property which may arise from r in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, offi ers,
employees, agents and volunteers as an additional insured with proof of certifica e of
insurance that they are an additional insured. Such insurance shall meet at leas the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage sha I be
when commercially available (occurrence based) at least as broad as the latest ve-sion
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broad form property damage, explosion,
collapse, and underground, products and completed, operations; (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
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and borrowed by Consultant or for which Consultant is responsible; and (3) Work-rs'
Compensation and Employer's Liability: Workers' Compensation insurance as requ red
by the State of California and Employer's Liability Insurance.
The City, its directors, officials, officers, employees, agents and volunteers shall be
listed as additional insured. Any deductibles or self-insured retentions must be decl.red
to and approved by City and conform to the requirements provided in Section 3.2. 0.6
herein.
•
(B) Minimum Limits of Insurance. Consultant hall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggre•ate
limit of$1,000,000. If Commercial General Liability Insurance or other form with gen-ral
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; .(2) Automobile Liability: $1,000,000 combined single limit per accioent
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability: Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability.
THIS SECTION INTENTIONALLY DELETED
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy sha I be
endorsed to state that: (1) the City, its directors, officials, officers, employees and
volunteers shall be covered as additional insured with respect to liability arising o t of
Services operations and for completed operations performed by or on behalf o the
Consultant, including materials, parts or equipment furnished in connection with uch
work; and (2) the insurance coverage shall be primary insurance as respects the ity,
its directors, officials, officers, employees and volunteers, or if excess, shall stand i an
unbroken chain of coverage excess of the Consultant's scheduled underlying cove age.
Any insurance or self-insurance maintained by the City, its directors, officials, offi ers,
employees and volunteers shall be excess of the Consultant's insurance and sha I not
be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insureds with respect tc1 the
ownership, operation, maintenance, use, loading or unloading of any auto owned,
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leased, hired or borrowed by the Consultant or for which the Consultant is responsi le;
and (2) the insurance coverage shall be primary insurance as respects the City, its
directors, officials, officers, employees, agents and volunteers, or if excess, shall st nd
in an unbroken chain of coverage excess of the Consultant's scheduled under) ing
coverage. Any insurance or self-insurance maintained by the City, its directors, offici Is,
officers, employees, agents and volunteers shall be excess of the Consults is
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Lia ility
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, employees, agents and volunteers for losses paid under the
terms of the insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduce or
canceled except after thirty (30) days prior written notice by certified mail, return re eipt
requested of cancellation, of intended non-renewal or endorsement reduction in lim t or
scope.of coverage; provided, however, that in the event of cancellation due solel to
non-payment of premium, ten (10) days notice of cancellation for non-payme of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, employees, agents and
volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insu eds
provisions. In addition, such insurance shall not contain any special limitations or the
scope of protection afforded to the City, its directors, officials, officers, employ es,
agents and volunteers.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the ity.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer hall
reduce or eliminate such deductibles or self-insured retentions as respects the Cit , its
directors, officials, officers, employees, agents and volunteers; or (2) the Cons Itant
shall procure a bond guaranteeing payment of losses and related investigation c sts,
claims and administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VII, admitted or appr ved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be sib ned
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by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsem nts
must be received and approved by the City before work commences. The City rese es
the right to require complete, certified copies of all required insurance policies, at ny
time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying ou its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all neces ary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applic ble
shall include, but shall not be limited to: (A) adequate life protection and life saying
equipment and procedures; (B) instructions in accident prevention for all employees nd
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, g ng
planks, confined space procedures, trenching and shoring, equipment and other s9 ety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insu.nce _
coverage is a material element of this Agreement and failure-to maintain or re ew
coverage or to provide evidence of renewal may be treated by the City as a mat-rial
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation in the orm
of up to $32,500 for video production, broadcast and web streaming services for City
Council Meetings during FY 2015-2016. All services rendered this Agreement sha I be
at the rates set forth in Exhibit "C" attached hereto and incorporated herei by
reference. Total compensation shall not exceed thirty-two thousand, five hun red
dollars ($32,500.00) without the written approval of the City Manager. Extra Work may
be authorized, as described below, and if authorized, will be compensated at the ates
determined and agreed upon by the City and Consultant at the time the wok is
authorized.
3.3.2 Payment of Compensation. Consultant shall submit to the Ci an
invoice that indicates work completed and the date Services were rendere by
Consultant. City shall, within thirty (30) days of receiving such statement, review the
statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbused
for any expenses unless prior written authorization is obtained from the City.
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3.3.4 Extra Work. At any time during the term of this Agreement, I ity
may request that Consultant perform Extra Work. As used herein, "Extra Work me ns
any work which is determined by City to be necessary for the proper completion of he
Project, but which the parties did not reasonably anticipate would be necessary at he
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain comp ete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the dat of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written n tice
to Consultant, terminate the whole or any part of this Agreement at any time and wit out
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of uch
termination. Upon termination, Consultant shall be compensated only for those sery ces
which have been adequately rendered to City, and Consultant shall be entitled t no
further compensation. Consultant may not terminate this Agreement except for cau e.
3.5.1.2 Effect of Termination. If this Agreement is termin ted
as provided herein, City may require Consultant to provide all finished or unfini hed
Documents and Data and other information of any kind prepared by Consulta �t in
connection with the performance of Services under this Agreement. Consultant sha I be
required to provide such document and other information within fifteen (15) days o the
request.
3.5.1.3 Additional Services. In the event this Agreeme t is
terminated in whole or in part as provided herein, City may procure, upon such t rms
and in such manner as it may determine appropriate, services similar to t ose
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
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Consultant:
John Buckowski, Vice Preside nt
Studio Spectrum, Inc.
1056 North Lake Street
Burbank, CA 91502
• City:
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91007
Attn: Dominic Lazzaretto, City Manager
Such notice shall be deemed made when personally delivered or when mailed, f.rty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid :nd
addressed to the party at its applicable address. Actual notice shall be dee ed
adequate notice on the date actual notice occurred, regardless of the method of sery ce.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, 6 se,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, inclu ing
but not limited to, physical drawings or data magnetically or otherwise recorde on
computer diskettes, which are prepared or caused to be prepared by Consultant u der
this Agreement ("Documents & Data"). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any an all
Documents & Data. Consultant makes no such representation and warranty in re and
to Documents & Data which were prepared by design professionals other han.
Consultant or provided to Consultant by the City. City shall not be limited in any w y in
its use of the Documents and Data at any time, provided that any such use not ithin
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specificat ons,
plans, procedures, drawings, descriptions, computer program data, input record ata,
written information, and other Documents and Data either created by or provid d to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written cons nt of
City, be used by Consultant for any purposes other than the performance o� the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consul Itant
which is otherwise known to Consultant or is generally known, or has become knovn%n, to
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the related industry shall be deemed confidential. Consultant shall not use City's name
or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreeme t.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant s all
defend, indemnify and hold the City, its officials, officers, employees, volunteers nd
agents free and harmless from any and all claims, demands, causes of action, co ts,
expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged a,cts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorney's fees and other related costs and expen*es.
Notwithstanding the foregoing, to the extent Consultant's Services are subject to ivil
Code Section 2782.8, the above indemnity shall be limited, to the extent required by
Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant. Consultant hall
defend with Legal Counsel of City's choosing, at Consultant's own cost, expense and
risk, any and all such aforesaid suits, actions or other legal proceedings of every ind
that may be brought or instituted against City, its directors, officials, officers, employ es,
agents or volunteers. Consultant shall pay and satisfy any judgment, award or de ree
that may be rendered against City or its directors, officials, officers, employees, ag nts
or volunteers, in any, such suit, action or other legal proceeding arising rom
Consultant's performance of the Services, the Project or this Agreement; except t the
extent that liability is caused by any negligence or willful misconduct by the City r its
directors, officials, officers, employees, agents or volunteers. Consultant hall
reimburse City and its directors, officials, officers, employees, agents and/or volunt ers,
for any and all legal expenses and costs incurred by each of them in conne,tion
therewith or in enforcing the indemnity herein provided. Consultant's obligation to
indemnify shall not be restricted to insurance proceeds, if any, received by the City , its
directors, officials, officers, employees, agents or volunteers and shall take ffect
immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set orth
above, shall include the duty to defend as established by Section 2778 of the Calif rnia
Civil Code, and the duty to defend shall arise upon the making of any claim or derpand
against the City, its respective officials, officers, agents, employees and representa Ives,
notwithstanding that no adjudication of the underlying facts has occurred, and wh ther
or not Consultant has been named in the claim or lawsuit.
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3.5.6 Entire Agreement. This Agreement contains the entire Agreem nt
of the Parties with respect to the subject matter hereof, and supersedes all p�ior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the law of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and a ery
provision of this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves the rig t to
employ other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothec te,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and oid,
and any assignees, hypothecates or transferees shall acquire no right or interes by
reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or heir
agents have participated fully in the preparation of this,Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance Shall
be deemed calendar days and not work days. All references to Consultant includ all
personnel, employees, agents, and subcontractors of Consultant, except as othe ise
specified in this Agreement. All references to City include its elected officials, offi ers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ea a of
reference only, and do not define, limit, augment, or describe the scope, conten , or
intent of this Agreement.
3.5.13 Amendment; Modification. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing and sign d by
both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver o any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall giv the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third arty
beneficiaries of any right or obligation assumed by the Parties.
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3.5.16 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, he
remaining provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consul lant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percenta0e,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have he
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, s all
have any direct interest in this Agreement, or obtain any present or anticipated mat rial
benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it i an
equal opportunity employer and it shall not discriminate against any subcontra tor,
employee or applicant for employment because of race, religion, color, national on in,
handicap, ancestry, sex, sexual orientation or age. Such non-discrimination s all
include, but not be limited to, all activities related to initial employment, upgrad ng,
demotion, transfer, recruitment or recruitment advertising, layoff or terminat on.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant cert fies
that it is aware of the provisions of Section 3700 of the California Labor Code w ich
require every employer to be insured against liability for Worker's Compensation r to
undertake self-insurance in accordance with the provisions of that Code, and.agre s to
comply with such provisions before commencing the performance of the Services.
• 3.5.20 Authority to Enter Agreement. Consultant has all requisite p wer
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agree ent
have the legal power, right, and authority to make this Agreement and .bind ach
respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterp rts,
each of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated h rein,
Revised 01/15
12
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA STUDIO SPECTRUM, INC.
Br
Dominic Lazzaret n Buckowski
City Manager Vice President
Date: 206 d � giclo c2- 5-07 cl�
\ Print Name and Title
ATTEST: Date: (o 11 0(2
_ I ) !
Cit 'Clerk 4 Signature
APPROVED AS TO FORM:
Print Name and Title
Date:
Stephen P. Deitsch
City Attorney CONCUR:
•
Revised 01/15
13
EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall provide video production, broadcast, web streaming and ancill.ry
services for City Council meetings as outlined in the attached proposal from Stu•io
Spectrum (Exhibit Al) dated February 19, 2015 and including the maintenance of.
service records as well as the coordination of required service.
A-1
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_ . ,
airy..,.
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_ 1056 North Lake St. - Burbank, California 91502
. .
,�� _ (818) 843-1610 Fax (818) 843-1145
February 19,2015
City of Arcadia •
Office of the City Manager .
240 W.Huntington Drive
Arcadia,California 91066
Attention: Linda Garcia
Dear Linda,
Studio Spectrum takes much pride in the fact that we have been able to provide our services to the City of
Arcadia for over 20 years. In appreciation for the City's loyalty and commitment to this relationship we have
consistently trie •to expand our services and skills while maintaining a reasonable fee schedule. We have been
able to maintain our 2014 rate schedule for the past six years. Unfortunately,with escalating transportation and
operational costs Studio Spectrum must adjust our service rates for the years 2015-2016 and 2016-2017: We are
committed to providing the same quality services with as minimal a rate increase as possible. A summary of our
rates are as follows:
A two-person crew will videotape council meetings twice monthly. Tasks will include pre-meeting creation of
graphics,testing and calibration of required audio and video equipment;notation of any required service issues:
monitoring audio and video levels during meetings;programming of meeting tapes for delayed viewing. The
rate for each meeting is$875.00 based on an average meeting time of five hours. This rate would be valid for
any additional meeting or like event held in the City Council Chambers.
Studio Spectrum will also manage all of your internet broadcasts of council meetings. Our services include live
streaming of the council meeting on a custom web page and video player,indexing of agenda items for on-
demand playback of these broadcasts. This service provides your staff and the public the ability to link directly
to an agenda item with a simple mouse click. Our rate for these services will remain at$375.00 per meeting,
which includes hosting services that keep meetings available online for six months.
For field productions of City Council meetings there are two options. To have a live production with multi-
camera switching and graphics similar to the current council meetings the cost would be$4000.00 per five hour
event.An additional hourly rate would apply after that.This would include microphone and video equipment
rental,set up and breakdown,field crew and graphics preparation. As a cost effective alternative,a stationery
one camera shoot consisting of one wide angle shot and audio monitoring with a single crewmember would be
$795.00 per event of five hours.An additional hourly rate would apply after that.There would be no graphics
with this option. In both scenarios Studio Spectrum would coordinate with the cable company to send the feed
live over the air. It would be the City's obligation to authorize and contract with the cable company for their
services. There may or may not be an additional fee incurred by the City for these services.
Again,on behalf of Studio Spectrum,thank you so much for the honor of serving the City of Arcadia.
Sincerely, .
Kathy King,Operation Manager
Studio Spectrum, Inc.
•
Exhibit Al
Exhibit "B"
SCHEDULE OF SERVICES
Consultant shall video production, broadcast, web streaming and ancillary services f r
City Council meetings as outlined in Exhibits A and Al.
B-1
Exhibit "C"
COMPENSATION
Upon receipt of an invoice, City shall pay to consultant the fee of$1,250 per meeting for
the filming, broadcast and web streaming of City Council meetings (average meeting
time of five hours).
Additional expenses may be incurred for the purchase of supplies and materials relat d
to the above.
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c-i