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HomeMy WebLinkAboutItem 18 - Agreement for Video Production and Technical ServicesCity Manager's Office www.santa-ana.org/cm Item # 18 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report December 17, 2024 TOPIC: Video Production and Technical Services AGENDA TITLE Agreements with Dynamic Video Communications, LLC; JPW Communications, Inc.; Pegasus Studios; and TV Pro Gear, Inc., for Video Production and Technical Services RECOMMENDED ACTION Authorize the City Manager to execute agreements with Dynamic Video Communications, LLC; JPW Communications, Inc.; Pegasus Studios; and TV Pro Gear, Inc., to provide on - call video production and technical services for video production of City Council meetings; other video productions including recorded event videos, live event videos, marketing and public service announcement (PSA) videos, animated videos, and social media video content; and audio/visual system design and equipment maintenance, for the period of January 1, 2025 through December 31, 2026, in a total aggregate amount not to exceed $600,000, with the option for the City to grant up to two (2), one (1) year renewals, exercisable in writing by the City Manager and the City Attorney (Core Agreement No. A- 2024-XXX). GOVERNMENT CODE 484308 APPLIES: Yes DISCUSSION For the past four years, the City of Santa Ana has contracted with three companies to provide various video production and technical services. This included the City's long- time, primary video services provider for City Council meeting broadcasts. Due to the retirement of this long-time provider and the expiration of the existing agreements on December 31, 2024, the City issued a request for proposals (RFP) for Video Production and Technical Services to replace the current provider for City Council meetings and to expand the City's options for other types of video production. Under the RFP, bidders were given five video service options on which they could bid — Video Production of City Council and other Public Meetings; Annual State of the City address; Event Video Production; Other Video Production, such as marketing videos, public service announcements, animated videos, and social media content; and Video Production and Technical Services December 17, 2024 Page 2 Cable/Video/Audio Equipment Maintenance and Installation. The City issued the RFP on PlanetBids.com on September 23, 2024, conducted an optional site walk in the City Council Chamber on September 30, 2024, and closed the RFP on October 15, 2024. The City received 13 bids, of which eight were deemed responsive. A selection team, consisting of staff from the City Manager's Office, City Clerk's Office, Information Technology, Community Development Agency, and Parks, Recreation, and Community Services evaluated the proposals and recommend awarding an agreement to four companies. The four firms selected have a wide range of video production and technical expertise among their backgrounds, including livestreaming events, government meetings, event videos, marketing videos, and informational and PSA videos for government agencies. The City can utilize each company's strengths and areas of expertise to produce high - quality, professional videos for City Council meetings and events, to inform the community about City services and programs, and to promote and market the City. These videos may be distributed on the City's YouTube channel, social media, website, CTV3 television channel, other communications platforms, and at public meetings. Firm Location Primary Services Clients/Experience Pegasus Studios Westlake . City Council • County of Los Angeles Village meetings • County of Santa • Equipment Barbara maintenance and . City of Malibu installation . City of Moorpark • Other City . City of Redondo Beach meetings if needed TV Pro Gear, Inc. Glendale . Livestream events • City of Santa Ana • State of the City (Fiestas Patrias parade • Equipment livestream, Library maintenance and renovation video, installation Understanding the • Other video Budget video) productions • City of Pasadena • City of Newport Beach • City of Beverly Hills • Commercial clients Dynamic Video Rancho • Event videos • City of Santa Ana Communications, Santa . Other video (event videos, LLC Margarita production Vietnamese (marketing, PSAs, businesses feature, etc.) Made in Santa Ana) • City of Palm Springs Video Production and Technical Services December 17, 2024 Page 3 • Los Angeles Department of Water and Power • Commercial clients JPW Carlsbad • Event videos • City of Santa Ana Communications, • Other video (Santa Ana CARES Inc. production pandemic response (marketing, PSAs, marketing and videos) etc.) • City of Tustin • City of San Marcos • Western Municipal Water District Under the agreement with Pegasus Studios, the City will pay a monthly rate of $7,200 that will include production services for both regular and special City Council meetings. The scope of work includes: • Two (2) broadcast technicians for all City Council meetings • Administrative services and management • Coordination with City staff, scheduling, consultation, staff training on use of equipment • Ongoing reporting and documentation of Council Chamber equipment, basic A/V maintenance, troubleshooting, and reporting • Coordination with City staff and service vendors for maintenance and repair issues • Broadcast Services including channel schedule management TV Pro Gear, Inc. also submitted a proposal to provide City Council meeting services and has experience in providing this service for other municipalities. Should the need arise, the City could utilize this company for meeting services as a back-up. Because the City does not employ videographers, audio/visual engineers, or other video services staff for citywide video services, it must rely on vendors to fill its video production and technical services needs. However, by entering into agreements with these four companies, the City will have a wide range of services, resources, specialized equipment, and expertise at its disposal. Under the agreements, the City may utilize any of the video firms on as -needed basis. Each vendor offers different price points for various services, from which the City may choose the best option (Exhibits 1-4). Execution of an agreement between the City and the selected firms does not guarantee work throughout the duration of the contract period. Numerous factors will be evaluated by the City in its delivery of project and assignments, including technical expertise required. The approval of the agreement aligns with the City's Five-year Strategic Plan, which has a Strategic Priority of Efficient City Services that includes Communication and Outreach to reach and engage all audiences through a variety of communication outlets. Video Production and Technical Services December 17, 2024 Page 4 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The agreements allow for a total aggregate amount not to exceed $600,000. This is for as -needed services, and the City is not obligated to pay out the full amount of the contract. In the current fiscal year, the City Manager's Office has a video production and services budget of $200,000. Funds are available for expenditure in the FY 2024-25 General Non - Departmental account (No. 01105015-62300). EXHIBIT(S) 1. Agreement with Dynamic Video Communications, LLC 2. Agreement with JPW Communications, Inc. 3. Agreement with Pegasus Studios 4. Agreement with TV Pro Gear, Inc. Submitted By: Steven A. Mendoza, Assistant City Manager Approved By: Alvaro Nunez, City Manager AGREEMENT WITH DYNAMIC VIDEO COMMUNICATIONS, LLC TO PROVIDE ON -CALL VIDEO PRODUCTION AND TECHNICAL SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17TH day of December, 2024 by and between Dynamic Video Communications, a California limited liability company ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 23, 2024 the City issued Request for Proposal ("RFP") No. 24-108, by which it sought qualified consultants to provide on -call video production and technical services, for service options listed in the RFP, for video production of City Council meetings; other video productions including recorded event videos, live event videos, marketing and PSA videos, animated videos, and social media video content; and audio/visual system design and equipment maintenance. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in the RFP. Consultant's proposal shall be incorporated by reference as though fully attached here to this Agreement. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference, for Options C and D. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of four (4) consultants selected under RFP 24-108. The total compensation for these services provided by all such consultants selected under RFP 24-108 shall not exceed the shared aggregate amount of Six Hundred Thousand Dollars ($600,000) during the term of the Agreement, including any extension periods. Page 1 of 9 #454837v1 b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on January 1, 2025 and continue for a two (2) year term through December 31, 2026 with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, 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, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under 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 and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 9 #454837v1 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. Page 3 of 9 #454837vl 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non - renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: City Manager's Office, 20 Civic Center Plaza, M-31, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than ANII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Page 4 of 9 #454837vl 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil 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 Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 5 of 9 #454837v1 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 6 of 9 #454837v1 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and Page 7 of 9 #454837v1 in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: City Manager's Office City of Santa Ana 20 Civic Center Plaza (M-31) P.O. Box 1988 Santa Ana, California 92702 To Contractor: Dynamic Video Communications, LLC Attn: Edward Garcia 30211 Avenida de las Bandera, Suite 200 Rancho Santa Margarita, CA 92688 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and Page 8 of 9 #454837v1 attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney B Jonathan T. Martinez Assistant City Attorney CITY OF SANTA ANA Alvaro Nunez City Manager CONSULTANT: Edward Garcia Owner Page 9 of 9 #454837v1 EXHIBIT A SCOPE OF SERVICES (9) CITY OF SANTA ANA EXHIBIT A SCOPE OF SERVICES Contractor shall perform services as set forth below. I. OPTION A: City Council and other Public Meetings A. General Responsibilities: 1. Serve as Video Producer/Administrator for all City of Santa Ana Council meetings and cable -casting events in Council Chambers. i. Live broadcast and record City Council meetings. 2. Provide production services in live meeting coverage and playback for approximately twenty-four (24) meetings, including: i. City Council meetings held on the first and third Tuesdays of the month, and ii. Possible additional public meetings as selected by the City Clerk and/or City Manager, as needed. 3. Provide technical assistance for City production crews and staff. 4. Be responsible for all graphics/audio/visual needs during the presentations, which includes: i. PowerPoint, ii. Overheads, iii. Video roll -ins and presentations, iv. Review cueing system, v. Proper use of microphones for Council. 5. Arrange for and design overall look and style of productions. 6. Arrange for input of council graphics prior to the meeting. Run a spell check. Arrange for graphics to state replays during the meeting, approximately every 30 minutes during program. 7. Use of video streaming services that integrate with Facebook Live, YouTube Live, or similar social media platforms. 8. Responsiveness to provide video services for meetings on short notice (24 to 72 hours in advance.) Proposer should identify staffing levels, availability and how these needs will be met. B. Communication with City Staff: 1. Maintain open communications with the Public Affairs Information Officer and City Clerk's Office for special needs or changes pertinent to the agenda for each council meeting. 2. Communicate and confirm with the Public Affairs Information Officer regarding Council meeting coverage and playback related to the city channel. Report technical playback and Council problems and remedies to the cable office. City of Santa Ana RFP No. 24-108 Page 16 of 33 (9)CITY OF SANTA ANA 3. Direct communication with City Councilmembers and City Clerk. C. Staffing Responsibilities: 1. Provide, hire and supervise all video production crew and staff to ensure that the control room is fully staffed during meetings and to provide a professional, high -quality video production. i. Staff shall include Director, Camera Robotics Operator, Audio Operator, Graphics Designer and Playback Operator. These positions may be consolidated in one or more persons. City recommends a crew of 2-3 people. 2. Schedule video production staff. Pre -arrange and notify crew of video productions and changes. 3. Provide for office administration and payroll for video production and playback crew. 4. Provide and be responsible for all production staff training and hands-on use of equipment for video crews. D. Training and Support: 1. Provide a training program (remotely or in -person) to a group of up to eight (8) City staff members. i. Training shall describe the roles and responsibilities of the Contractor in providing the video streaming service for City Council/public meetings. ii. Training shall identify how City Staff can identify and rectify minor problems that may arise in the rollout of the video streaming services. 2. Provide a main point of contact for City Staff. i. The main point of contact shall have a thorough understanding of the video streaming system and be capable of troubleshooting problems remotely with City Staff who may not be experts in video and audio technology. E. Other Responsibilities: 1. Provide maintenance of playback equipment located in City Hall as necessary for City Council meetings. i. The City of Santa Ana provides the control room equipment, cameras and equipment located inside the Council Chambers to broadcast and record the City Council meetings, including computers and other video production equipment. II. OPTION B: Annual State of the City Address 1. Contractor shall produce the Mayor's annual State of the City address, including: i. Hiring and supervising crew for camera operations, ii. Audio mixing, iii. Cable running, iv. Equipment load -in and load -out, v. Directing the show for video, City of Santa Ana RFP No. 24-108 Page 17 of 33 CITY OF SANTA ANA vi. Renting all needed video equipment and vii. Editing the finished video for playback. III. OPTION C: Event Video Production 1. On- and off -site video production services in Santa Ana for City -produced events that may include, but are not limited to: i. 4th of July Celebration, ii. Fiestas Patrias, iii. Santa Ana Fun Run. 2. This shall include all responsibility for graphics, video roll -ins and all audio/visual needs. 3. Event production may be a recorded event or a live event broadcast. 4. Approximately one event video per month. IV. OPTION D: Other Video Production 1. On- and off -site video production services in Santa Ana to produce videos tailored for social media, City TV channel, marketing, website, employee orientation, and other internal and external uses. 2. These would be brief videos (30 seconds to 5 minutes) and shall include editing for graphics, captions, animations, video roll -ins and all audio/visual needs. 3. Approximately 1-2 videos per month. 4. Could include occasional longer form videos, such as documentary style or news broadcast style, requiring additional filming and editing time. V. OPTION E: Cable/Video/Audio Equipment Maintenance and Installation 1. Confer with City staff to evaluate needs and supervise maintenance activity of all city owned audio/video facilities, as needed. Said facilities include, but are not limited to, City Hall, recreation centers, senior centers, stadium, soccer fields, etc. 2. Review and make recommendation for the repair and /or replacement of said audio/video facilities. 3. Develop purchase lists, install, integrate and upgrade systems or equipment as needed. 4. Troubleshoot system, system repair, system alignment, calibration and design. 5. Design layout of electrical circuitry for existing and /or acquired audio/video equipment. 6. Establish and maintain equipment log and data base to keep inventory and records of maintenance and to track equipment performance. 7. Help establish and enforce City policies for equipment use. Provide operation instruction for staff. City of Santa Ana RFP No. 24-108 Page 18 of 33 (9)CITY OF SANTA ANA 8. Prepare preventative maintenance schedules and execute said maintenance on a routine basis. 9. Coordinate equipment repair with outside agencies. 10. Supervise annual asset inventories and tagging of new assets, as needed. 11. Coordinate acquisition of new production equipment. 12. Facilitate and supervise use of facilities or equipment by outside agencies, persons, other City employees or cable franchisee staff. 13. Provide updates to City staff on progress of equipment installation, maintenance, building projects and anticipated completion dates. 14. Conduct regular security checks on the City's production equipment. 15. Assist City Clerk and other staff on use of Council Chambers: video, audio, lighting, PowerPoint, Elmo or other technical needs. 16. Facilitate completion of production services requested by City staff (including making dubs, editing and shooting videos, setting up equipment, programming videos on the city TV channel, delivering equipment, setting up operating facilities as needed.) 17. Vendor may utilize consultants/subcontractors to assist as required at the discretion of and with approval from the City Manager's Office. 18. Ensure compliance with local, state, and federal safety codes and regulations. VI. Other Services Not Mentioned 1. In addition to the designated proposal cost categories provided below, Proposers are encouraged to provide cost proposals for services that are not described in this RFP but may be of benefit to the City with regard to video streaming services. City of Santa Ana RFP No. 24-108 Page 19 of 33 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable 39 PRICE SUMMARY SHEET REQUEST FOR PROPOSALS Enter below the proposed hourly rate(s) to perform work described in the Scope of Work, Exhibit A. Prices shall be fully -burdened rates to include hourly rate. qeneral and administration, overhead and profit.... SCHEDULE I — HOURLY RATE SCHEDULE: Key Personnel: Name Job Function Fully -Burdened Hourly Rate Effective through June 30, 2027 Edward Garcia Pre -Production Lead $ 85.00 Sarah D. Pre -Production Support $ 65.00 Edward Garcia Producer $ 95.00 Edward Garcia Director $ 175.00 Andres Andrede Production Support $ 155.00 Peter Smith Video Finishing $ 65.00 FOR COST ANALYSIS PURPOSES: Provide fully -burdened hourly rates for the above -designated job categories. The fully -burdened hourly rates will be included in the resulting agreement should your proposal be selected for award. Page 1 50 40 Other Labor Charges: Job Function Fully -Burdened Hourly Rate Production Team consisting of $ LD, Mixer, Lighting, Audio & $ Expendable = 250 per hour $ 250.00 Music Sweetening Session $ 100.00 Color Grading $ 75.00 VFX $ 150.00 Post Production Editing $ 125.00 Drone/Gimbal $ 185.00 SCHEDULE II ---- OTHER DIRECT COSTS SCHEDULE Type of ODC Quantity Unit Rate Budget Amount 1. 2. 3. 4. 5. 6. 7. 8. Mileage for travel shall be reimbursed at the current IRS mileage rates. documentation must accompany invoice. 51 41 DYNAMIC VIDEO COMMUNICATIONS LIMITED LIABILITY COMPANY November 8th, 2024 Jacques Lam / Buyer, Finance & Management Services Agency City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 REF: VIDEO PRODUCTION and Technical Services — RFP 24.108 Dear Ms. Lam, We are excited to take on the challenge of creating unique content! Below, you will find clarification on pricing for specific types of projects. Please note that several factors can influence the budget based on the creative aspects and the event's requirements. The quotes provided will be based on our experience with medium-sized events. Full Day Event = $5990-6500.00 Pre -Production Lead Director / Producer Live Event Audio Engineer & Mixer Camera Operator A Camera Operator / Drone / Gimbal Editorial Mix / Grade / Finishing Interview News -Style / Branded Content = $5500-6800.00 Pre Production Lead Outline / Writer Production Lead / Director / Producer Audio Engineer Camera Operator A Camera Operator / Drone / Gimbal Editorial Mix / Grade / Finishing Half Day Shoot = $3275.- 4200.00 Without Editing Production Lead / Director / Producer Camera Operator / Drone / Gimbal Full Day Shoot - $4200. - 5900.00 Without Editing Pre Production Lead Director / Producer Audio Engineer Camera Operator / Gimbal Post -production is estimated at 1750.00. If you have any questions, please feel free to reach out. Thank you for your consideration! Respectfully, Edward Garcia, Producer / Director / Project Manager DYNAMIC VIDEO COMMUNICATIONS, LLC 30211 Avenida de las Banderas Suite 200 Rancho Santa Margarita, CA 92688 Edwardgarcia2@mac.com 949 232 3220 DVCCONTENT.COM AGREEMENT WITH JPW COMMUNICATIONS, INC. TO PROVIDE ON -CALL VIDEO PRODUCTION AND TECHNICAL SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17TH day of December, 2024 by and between JPW Communications, a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 23, 2024 the City issued Request for Proposal ("RFP") No. 24-108, by which it sought qualified consultants to provide on -call video production and technical services, for service options listed in the RFP, for video production of City Council meetings; other video productions including recorded event videos, live event videos, marketing and PSA videos, animated videos, and social media video content; and audio/visual system design and equipment maintenance. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in the RFP. Consultant's proposal shall be incorporated by reference as though fully attached here to this Agreement. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference, for Options C, and D. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of four (4) consultants selected under RFP 24-108. The total compensation for these services provided by all such consultants selected under RFP 24-108 shall not exceed the shared aggregate amount of Six Hundred Thousand Dollars ($600,000) during the term of the Agreement, including any extension periods. Page 1 of 9 #454844v1 b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on January 1, 2025 and continue for a two (2) year term through December 31, 2026 with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, 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, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under 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 and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 9 #454844v1 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. Page 3 of 9 #454844vl 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non - renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: City Manager's Office, 20 Civic Center Plaza, M-31, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than ANII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Page 4 of 9 #454844vl 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil 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 Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 5 of 9 #454844v1 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 6 of 9 #454844v1 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and Page 7 of 9 #454844v1 in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: City Manager's Office City of Santa Ana 20 Civic Center Plaza (M-31) P.O. Box 1988 Santa Ana, California 92702 To Contractor: JPW Communications, Inc. Attn: Jenny Windle, CEO 2710 Loker Ave. W, Suite 300 Carlsbad, CA 92010 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and Page 8 of 9 #454844v1 attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: athan T. Martine Assistant City Attorney CITY OF SANTA ANA Alvaro Nunez City Manager CONSULTANT: Jennifer "'it' Ily signed by Jennifer Windle Windle Date: 2024.12.09 10:14:52-08'00' Jenny Windle CEO Page 9 of 9 #454844v1 EXHIBIT A SCOPE OF SERVICES (9) CITY OF SANTA ANA EXHIBIT A SCOPE OF SERVICES Contractor shall perform services as set forth below. I. OPTION A: City Council and other Public Meetings A. General Responsibilities: 1. Serve as Video Producer/Administrator for all City of Santa Ana Council meetings and cable -casting events in Council Chambers. i. Live broadcast and record City Council meetings. 2. Provide production services in live meeting coverage and playback for approximately twenty-four (24) meetings, including: i. City Council meetings held on the first and third Tuesdays of the month, and ii. Possible additional public meetings as selected by the City Clerk and/or City Manager, as needed. 3. Provide technical assistance for City production crews and staff. 4. Be responsible for all graphics/audio/visual needs during the presentations, which includes: i. PowerPoint, ii. Overheads, iii. Video roll -ins and presentations, iv. Review cueing system, v. Proper use of microphones for Council. 5. Arrange for and design overall look and style of productions. 6. Arrange for input of council graphics prior to the meeting. Run a spell check. Arrange for graphics to state replays during the meeting, approximately every 30 minutes during program. 7. Use of video streaming services that integrate with Facebook Live, YouTube Live, or similar social media platforms. 8. Responsiveness to provide video services for meetings on short notice (24 to 72 hours in advance.) Proposer should identify staffing levels, availability and how these needs will be met. B. Communication with City Staff: 1. Maintain open communications with the Public Affairs Information Officer and City Clerk's Office for special needs or changes pertinent to the agenda for each council meeting. 2. Communicate and confirm with the Public Affairs Information Officer regarding Council meeting coverage and playback related to the city channel. Report technical playback and Council problems and remedies to the cable office. City of Santa Ana RFP No. 24-108 Page 16 of 33 (9)CITY OF SANTA ANA 3. Direct communication with City Councilmembers and City Clerk. C. Staffing Responsibilities: 1. Provide, hire and supervise all video production crew and staff to ensure that the control room is fully staffed during meetings and to provide a professional, high -quality video production. i. Staff shall include Director, Camera Robotics Operator, Audio Operator, Graphics Designer and Playback Operator. These positions may be consolidated in one or more persons. City recommends a crew of 2-3 people. 2. Schedule video production staff. Pre -arrange and notify crew of video productions and changes. 3. Provide for office administration and payroll for video production and playback crew. 4. Provide and be responsible for all production staff training and hands-on use of equipment for video crews. D. Training and Support: 1. Provide a training program (remotely or in -person) to a group of up to eight (8) City staff members. i. Training shall describe the roles and responsibilities of the Contractor in providing the video streaming service for City Council/public meetings. ii. Training shall identify how City Staff can identify and rectify minor problems that may arise in the rollout of the video streaming services. 2. Provide a main point of contact for City Staff. i. The main point of contact shall have a thorough understanding of the video streaming system and be capable of troubleshooting problems remotely with City Staff who may not be experts in video and audio technology. E. Other Responsibilities: 1. Provide maintenance of playback equipment located in City Hall as necessary for City Council meetings. i. The City of Santa Ana provides the control room equipment, cameras and equipment located inside the Council Chambers to broadcast and record the City Council meetings, including computers and other video production equipment. II. OPTION B: Annual State of the City Address 1. Contractor shall produce the Mayor's annual State of the City address, including: i. Hiring and supervising crew for camera operations, ii. Audio mixing, iii. Cable running, iv. Equipment load -in and load -out, v. Directing the show for video, City of Santa Ana RFP No. 24-108 Page 17 of 33 CITY OF SANTA ANA vi. Renting all needed video equipment and vii. Editing the finished video for playback. III. OPTION C: Event Video Production 1. On- and off -site video production services in Santa Ana for City -produced events that may include, but are not limited to: i. 4th of July Celebration, ii. Fiestas Patrias, iii. Santa Ana Fun Run. 2. This shall include all responsibility for graphics, video roll -ins and all audio/visual needs. 3. Event production may be a recorded event or a live event broadcast. 4. Approximately one event video per month. IV. OPTION D: Other Video Production 1. On- and off -site video production services in Santa Ana to produce videos tailored for social media, City TV channel, marketing, website, employee orientation, and other internal and external uses. 2. These would be brief videos (30 seconds to 5 minutes) and shall include editing for graphics, captions, animations, video roll -ins and all audio/visual needs. 3. Approximately 1-2 videos per month. 4. Could include occasional longer form videos, such as documentary style or news broadcast style, requiring additional filming and editing time. V. OPTION E: Cable/Video/Audio Equipment Maintenance and Installation 1. Confer with City staff to evaluate needs and supervise maintenance activity of all city owned audio/video facilities, as needed. Said facilities include, but are not limited to, City Hall, recreation centers, senior centers, stadium, soccer fields, etc. 2. Review and make recommendation for the repair and /or replacement of said audio/video facilities. 3. Develop purchase lists, install, integrate and upgrade systems or equipment as needed. 4. Troubleshoot system, system repair, system alignment, calibration and design. 5. Design layout of electrical circuitry for existing and /or acquired audio/video equipment. 6. Establish and maintain equipment log and data base to keep inventory and records of maintenance and to track equipment performance. 7. Help establish and enforce City policies for equipment use. Provide operation instruction for staff. City of Santa Ana RFP No. 24-108 Page 18 of 33 (9)CITY OF SANTA ANA 8. Prepare preventative maintenance schedules and execute said maintenance on a routine basis. 9. Coordinate equipment repair with outside agencies. 10. Supervise annual asset inventories and tagging of new assets, as needed. 11. Coordinate acquisition of new production equipment. 12. Facilitate and supervise use of facilities or equipment by outside agencies, persons, other City employees or cable franchisee staff. 13. Provide updates to City staff on progress of equipment installation, maintenance, building projects and anticipated completion dates. 14. Conduct regular security checks on the City's production equipment. 15. Assist City Clerk and other staff on use of Council Chambers: video, audio, lighting, PowerPoint, Elmo or other technical needs. 16. Facilitate completion of production services requested by City staff (including making dubs, editing and shooting videos, setting up equipment, programming videos on the city TV channel, delivering equipment, setting up operating facilities as needed.) 17. Vendor may utilize consultants/subcontractors to assist as required at the discretion of and with approval from the City Manager's Office. 18. Ensure compliance with local, state, and federal safety codes and regulations. VI. Other Services Not Mentioned 1. In addition to the designated proposal cost categories provided below, Proposers are encouraged to provide cost proposals for services that are not described in this RFP but may be of benefit to the City with regard to video streaming services. City of Santa Ana RFP No. 24-108 Page 19 of 33 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable Cost Proposal 26 Cost Proposal RECOMMENDED ANNUAL NTE CONTRACT AMOUNT Our recommended initial annual NTE contract amount is $100,000 for services outlined for Option C and D in the RFP. This is based on the assumption that the desired mix of videos produced will vary in length, location, and production value. We've provided sample flat free pricing to the right, as well as a list of variables that could affect pricing. While we do not know exactly how many videos will be needed, how long they will be, or the desired production quality, we believe this NTE amount would provide Santa Ana flexibility and economies of scale to repurpose assets for use in both options, for example. Contract amounts are increased by 5% at each renewal period to account for anticipated inflation. Actual prices and hourly rates for renewal periods will be negotiated with the City, and the increase will not exceed CPI, as noted in the RFP. $48,000 300 $160 2025-26 $48,000 300 $160 2026-27 $50,400 300 $168 2027-28* $50,400 300 $168 2028-29* $52,920 300 $176 2029-30** $52,920 300 $176 2030-31** TOTAL: $302,640 OPTION D: OTHER VIDEO SERVICES $52,000 432 $120 2025-26 $52,000 432 $120 2026-27 $54,600 432 $126 2027-28* $54,600 432 $126 2028-29* $57,330 432 $133 2029-30** $57,330 432 $133 2030-31** TOTAL $327,860 *first contract extension **second contract extension FLAT FEE FOR SERVICES 15-second reel $1,500 30-second live action video $2,500 30-second live -action video with motion graphics $3,500 60-second live -action video $4,500 60-second live -action video with motion graphics $5,500 90-second live action video $7,500 90-second live action video with motion graphics $5,500 5-minute video with up to three interviews $12,000 Location and length of shoots Availability of b-roll footage provided by client Number of interviews Complexity of animation Additional rounds of revisions beyond the standard of two (2) 27 2024 Hourly fee schedule President $300 Sr. Vice President $275 Vice President $250 Website Programmer $225 Sr. Director $220 Director $205 Videographer $200 Photographer $200 Sr. Manager $185 Art Director $185 Sr. Multimedia Designer $170 Manager $170 Multimedia Designer $155 Sr. Specialist $155 Specialist $135 Coordinator $105 Admin Assistant $100 DIRECT COSTS APPROACH FOR PREPARING ESTIMATES JPW will bill on a time and materials basis in 15-minute increments in accordance with its annual rate sheet. RATE ADJUSTMENTS Hourly rates for renewal periods will be negotiated with the City. The increase will not exceed CPI, as noted in the RFP. Client agrees to reimburse JPW monthly for extraordinary out-of-pocket costs and expenses incurred in performing the functions described above. A customary 20% markup will be added to all advertising buyouts, printing, stock photography purchases and other costs that are procured on behalf of the Client. 28 AGREEMENT WITH PEGASUS STUDIOS TO PROVIDE ON -CALL VIDEO PRODUCTION AND TECHNICAL SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17TH day of December, 2024 by and between Pegasus Studios, a California corporation, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 23, 2024 the City issued Request for Proposal ("RFP") No. 24-108, by which it sought qualified consultants to provide on -call video production and technical services, for service options listed in the RFP, for video production of City Council meetings; other video productions including recorded event videos, live event videos, marketing and PSA videos, animated videos, and social media video content; and audio/visual system design and equipment maintenance. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in the RFP. Consultant's proposal shall be incorporated by reference as though fully attached here to this Agreement. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference, for Options A, B, C, D, and E. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of four (4) consultants selected under RFP 24-108. The total compensation for these services provided by all such consultants selected under RFP 24-108 shall not exceed the shared aggregate amount of Six Hundred Thousand Dollars ($600,000) during the term of the Agreement, including any extension periods. Page 1 of 9 #456649v1 b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on January 1, 2025 and continue for a two (2) year term through December 31, 2026 with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, 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, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under 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 and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 9 #456649v1 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: City, its City Council, its officers, officials, employees, and agents are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. Page 3 of 9 #456649vl 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, and agents for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, or agents shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non - renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: City Manager's Office, 20 Civic Center Plaza, M-31, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than ANII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Page 4 of 9 #456649v1 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil 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 Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 5 of 9 #456649v1 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 6 of 9 #456649v1 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and Page 7 of 9 #456649v1 in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: City Manager's Office City of Santa Ana 20 Civic Center Plaza (M-31) P.O. Box 1988 Santa Ana, California 92702 To Contractor: Pegasus Studios Attn: Robert Schwieger, President 5760 Lindero Canyon Rd. #1151 Westlake Village, CA 92362 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and Page 8 of 9 #456649v1 attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney B onathan T. Martine Assistant City Attorney CITY OF SANTA ANA Alvaro Nunez City Manager CONSULTANT: zee6";tzc4ye�f� Robert Schwieger President Page 9 of 9 #456649v1 EXHIBIT A SCOPE OF SERVICES (9) CITY OF SANTA ANA EXHIBIT A SCOPE OF SERVICES Contractor shall perform services as set forth below. I. OPTION A: City Council and other Public Meetings A. General Responsibilities: 1. Serve as Video Producer/Administrator for all City of Santa Ana Council meetings and cable -casting events in Council Chambers. i. Live broadcast and record City Council meetings. 2. Provide production services in live meeting coverage and playback for approximately twenty-four (24) meetings, including: i. City Council meetings held on the first and third Tuesdays of the month, and ii. Possible additional public meetings as selected by the City Clerk and/or City Manager, as needed. 3. Provide technical assistance for City production crews and staff. 4. Be responsible for all graphics/audio/visual needs during the presentations, which includes: i. PowerPoint, ii. Overheads, iii. Video roll -ins and presentations, iv. Review cueing system, v. Proper use of microphones for Council. 5. Arrange for and design overall look and style of productions. 6. Arrange for input of council graphics prior to the meeting. Run a spell check. Arrange for graphics to state replays during the meeting, approximately every 30 minutes during program. 7. Use of video streaming services that integrate with Facebook Live, YouTube Live, or similar social media platforms. 8. Responsiveness to provide video services for meetings on short notice (24 to 72 hours in advance.) Proposer should identify staffing levels, availability and how these needs will be met. B. Communication with City Staff: 1. Maintain open communications with the Public Affairs Information Officer and City Clerk's Office for special needs or changes pertinent to the agenda for each council meeting. 2. Communicate and confirm with the Public Affairs Information Officer regarding Council meeting coverage and playback related to the city channel. Report technical playback and Council problems and remedies to the cable office. City of Santa Ana RFP No. 24-108 Page 16 of 33 (9)CITY OF SANTA ANA 3. Direct communication with City Councilmembers and City Clerk. C. Staffing Responsibilities: 1. Provide, hire and supervise all video production crew and staff to ensure that the control room is fully staffed during meetings and to provide a professional, high -quality video production. i. Staff shall include Director, Camera Robotics Operator, Audio Operator, Graphics Designer and Playback Operator. These positions may be consolidated in one or more persons. City recommends a crew of 2-3 people. 2. Schedule video production staff. Pre -arrange and notify crew of video productions and changes. 3. Provide for office administration and payroll for video production and playback crew. 4. Provide and be responsible for all production staff training and hands-on use of equipment for video crews. D. Training and Support: 1. Provide a training program (remotely or in -person) to a group of up to eight (8) City staff members. i. Training shall describe the roles and responsibilities of the Contractor in providing the video streaming service for City Council/public meetings. ii. Training shall identify how City Staff can identify and rectify minor problems that may arise in the rollout of the video streaming services. 2. Provide a main point of contact for City Staff. i. The main point of contact shall have a thorough understanding of the video streaming system and be capable of troubleshooting problems remotely with City Staff who may not be experts in video and audio technology. E. Other Responsibilities: 1. Provide maintenance of playback equipment located in City Hall as necessary for City Council meetings. i. The City of Santa Ana provides the control room equipment, cameras and equipment located inside the Council Chambers to broadcast and record the City Council meetings, including computers and other video production equipment. II. OPTION B: Annual State of the City Address 1. Contractor shall produce the Mayor's annual State of the City address, including: i. Hiring and supervising crew for camera operations, ii. Audio mixing, iii. Cable running, iv. Equipment load -in and load -out, v. Directing the show for video, City of Santa Ana RFP No. 24-108 Page 17 of 33 CITY OF SANTA ANA vi. Renting all needed video equipment and vii. Editing the finished video for playback. III. OPTION C: Event Video Production 1. On- and off -site video production services in Santa Ana for City -produced events that may include, but are not limited to: i. 4th of July Celebration, ii. Fiestas Patrias, iii. Santa Ana Fun Run. 2. This shall include all responsibility for graphics, video roll -ins and all audio/visual needs. 3. Event production may be a recorded event or a live event broadcast. 4. Approximately one event video per month. IV. OPTION D: Other Video Production 1. On- and off -site video production services in Santa Ana to produce videos tailored for social media, City TV channel, marketing, website, employee orientation, and other internal and external uses. 2. These would be brief videos (30 seconds to 5 minutes) and shall include editing for graphics, captions, animations, video roll -ins and all audio/visual needs. 3. Approximately 1-2 videos per month. 4. Could include occasional longer form videos, such as documentary style or news broadcast style, requiring additional filming and editing time. V. OPTION E: Cable/Video/Audio Equipment Maintenance and Installation 1. Confer with City staff to evaluate needs and supervise maintenance activity of all city owned audio/video facilities, as needed. Said facilities include, but are not limited to, City Hall, recreation centers, senior centers, stadium, soccer fields, etc. 2. Review and make recommendation for the repair and /or replacement of said audio/video facilities. 3. Develop purchase lists, install, integrate and upgrade systems or equipment as needed. 4. Troubleshoot system, system repair, system alignment, calibration and design. 5. Design layout of electrical circuitry for existing and /or acquired audio/video equipment. 6. Establish and maintain equipment log and data base to keep inventory and records of maintenance and to track equipment performance. 7. Help establish and enforce City policies for equipment use. Provide operation instruction for staff. City of Santa Ana RFP No. 24-108 Page 18 of 33 (9)CITY OF SANTA ANA 8. Prepare preventative maintenance schedules and execute said maintenance on a routine basis. 9. Coordinate equipment repair with outside agencies. 10. Supervise annual asset inventories and tagging of new assets, as needed. 11. Coordinate acquisition of new production equipment. 12. Facilitate and supervise use of facilities or equipment by outside agencies, persons, other City employees or cable franchisee staff. 13. Provide updates to City staff on progress of equipment installation, maintenance, building projects and anticipated completion dates. 14. Conduct regular security checks on the City's production equipment. 15. Assist City Clerk and other staff on use of Council Chambers: video, audio, lighting, PowerPoint, Elmo or other technical needs. 16. Facilitate completion of production services requested by City staff (including making dubs, editing and shooting videos, setting up equipment, programming videos on the city TV channel, delivering equipment, setting up operating facilities as needed.) 17. Vendor may utilize consultants/subcontractors to assist as required at the discretion of and with approval from the City Manager's Office. 18. Ensure compliance with local, state, and federal safety codes and regulations. VI. Other Services Not Mentioned 1. In addition to the designated proposal cost categories provided below, Proposers are encouraged to provide cost proposals for services that are not described in this RFP but may be of benefit to the City with regard to video streaming services. City of Santa Ana RFP No. 24-108 Page 19 of 33 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable ff COST PROPOSA Ll PEGASUS UIDIO, Cost Proposal Our cost proposal includes a flat rate to cover broadcast services and a broadcast system managed solution, as well as optional hourly rates for as -requested services. All costs will be billed monthly. Cost Proposal -Option A Administrative services and management. Includes coordination with city staff, $7,200 per month scheduling, consultation, training, ongoing $86,400 per fiscal year reporting and documentation. Basic AN maintenance, troubleshooting and reporting. Coordination with staff and service vendors for maintenance and repair issues. Broadcast Services including channel schedule management. Two (2) Broadcast Technicians for all City Council meetings. Technicians will arrive two (2) hours prior to the meeting start. Documentation: One time fee for year $5,000 one time fee in year one only one only, to create a comprehensive AV Management Plan, Hybrid Meeting Support Plan and Backup Broadcasting Plan documentation. Additional Meeting Broadcast Services $125 hr per operator with a 4 hour minimum. Rate: For additional meeting requests such Operators will arrive 2 hours prior to meeting as commission meetings. start time. www.pegstudios.com Cost Proposal -Option B Annual State of the City Address: Option 1: Filming using City Broadcast equipment. Option 2: Live streaming using Pegasus equipment. PEGASUS UIDIO, Filming of the live event included in Option A if utilizing City equipment (cameras in Hearing Room). B-roll can be filmed using our Videography hourly rate of $250 hour. Editing of events will be billed at post -production rate of $125 hour. $6,500 Flat rate to use Pegasus live stream equipment which includes cameras, video switcher, and all cables and support equipment. Live audio PA and mics not included. Can be used for off site events. Cost Proposal -Option C and Option D Videographer Rate: $250/hour with 4 hour minimum Includes one (1) vdeographer, one (1) 4k resolution camera, tripod or gimbal and audio kit. Photography Rate: $250/hour with 4 hour minimum Includes one photographer and equipment Post Production Rate: $125 hour For video editing, graphics, audio mixing Pre Production Rate: $125 hour For planning and coordination services www.pegstudios.com PEGASUS I U U 1 O Cost Proposal -Option E AV Engineering Services Rate: (and/or) For AV Engineering maintenance, repair and installation service requests. $250/hour with 4 hour minimum Programming Rate: (and/or) $350/hour with 4 hour minimum For Crestron and other software programming requests. Engineering Service Contract $42,000 per fiscal year. Monthly site visits with engineering staff to assess the condition of the AN systems, perform routine maintenance, and address any potential issues proactively. Total not -to -exceed cost for all services included in Proposal Estimated total not -to -exceed cost for all Options A-E is $225,000 per fiscal year. *This cost estimate does not include additional expenses related to equipment costs or large-scale projects that require full integration teams. For projects involving substantial upgrades, or technical support beyond the routine scope of work, additional costs will be quoted separately based on the specific needs of the City. Thank you for your time and consideration. Please reach out with any questions or requests for additional information. Sincerely, Robert Schwieger Pegasus Studios (805) 222-0014 robert@pegstudios.com www.pegstudios.com AGREEMENT WITH TV PRO GEAR TO PROVIDE ON -CALL VIDEO PRODUCTION AND TECHNICAL SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17TH day of December, 2024 by and between TV Pro Gear, Inc., a Nevada corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 23, 2024 the City issued Request for Proposal ("RFP") No. 24-108, by which it sought qualified consultants to provide on -call video production and technical services, for service options listed in the RFP, for video production of City Council meetings; other video productions including recorded event videos, live event videos, marketing and PSA videos, animated videos, and social media video content; and audio/visual system design and equipment maintenance. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in the RFP. Consultant's proposal shall be incorporated by reference as though fully attached here to this Agreement. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference, for Options A, B, C, D, and E. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of four (4) consultants selected under RFP 24-108. The total compensation for these services provided by all such consultants selected under RFP 24-108 shall not exceed the shared aggregate amount of Six Hundred Thousand Dollars ($600,000) during the term of the Agreement, including any extension periods. Page 1 of 9 #454868vl b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on January 1, 2025 and continue for a two (2) year term through December 31, 2026 with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, 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, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under 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 and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 9 #454868vl 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. Page 3 of 9 #454868vl 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non - renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: City Manager's Office, 20 Civic Center Plaza, M-31, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than ANII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Page 4 of 9 #454868vl 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil 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 Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 5 of 9 #454868vl 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 6 of 9 #454868vl 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and Page 7 of 9 #454868vl in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: City Manager's Office City of Santa Ana 20 Civic Center Plaza (M-31) P.O. Box 1988 Santa Ana, California 92702 To Contractor: TV Pro Gear, Inc. Attn: Scott Donovan, General Manager 1630 Flower St. Glendale, CA 91201 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and Page 8 of 9 #454868vl attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney ",,,,.--' Jonathan T. Martinez,,.- ' Assistant City Attorney #454868v1 CITY OF SANTA ANA Alvaro Nunez City Manager CONSULTANT: . )vgvv- Scott Donavan General Manager Page 9 of 9 EXHIBIT A SCOPE OF SERVICES (9) CITY OF SANTA ANA EXHIBIT A SCOPE OF SERVICES Contractor shall perform services as set forth below. I. OPTION A: City Council and other Public Meetings A. General Responsibilities: 1. Serve as Video Producer/Administrator for all City of Santa Ana Council meetings and cable -casting events in Council Chambers. i. Live broadcast and record City Council meetings. 2. Provide production services in live meeting coverage and playback for approximately twenty-four (24) meetings, including: i. City Council meetings held on the first and third Tuesdays of the month, and ii. Possible additional public meetings as selected by the City Clerk and/or City Manager, as needed. 3. Provide technical assistance for City production crews and staff. 4. Be responsible for all graphics/audio/visual needs during the presentations, which includes: i. PowerPoint, ii. Overheads, iii. Video roll -ins and presentations, iv. Review cueing system, v. Proper use of microphones for Council. 5. Arrange for and design overall look and style of productions. 6. Arrange for input of council graphics prior to the meeting. Run a spell check. Arrange for graphics to state replays during the meeting, approximately every 30 minutes during program. 7. Use of video streaming services that integrate with Facebook Live, YouTube Live, or similar social media platforms. 8. Responsiveness to provide video services for meetings on short notice (24 to 72 hours in advance.) Proposer should identify staffing levels, availability and how these needs will be met. B. Communication with City Staff: 1. Maintain open communications with the Public Affairs Information Officer and City Clerk's Office for special needs or changes pertinent to the agenda for each council meeting. 2. Communicate and confirm with the Public Affairs Information Officer regarding Council meeting coverage and playback related to the city channel. Report technical playback and Council problems and remedies to the cable office. City of Santa Ana RFP No. 24-108 Page 16 of 33 (9)CITY OF SANTA ANA 3. Direct communication with City Councilmembers and City Clerk. C. Staffing Responsibilities: 1. Provide, hire and supervise all video production crew and staff to ensure that the control room is fully staffed during meetings and to provide a professional, high -quality video production. i. Staff shall include Director, Camera Robotics Operator, Audio Operator, Graphics Designer and Playback Operator. These positions may be consolidated in one or more persons. City recommends a crew of 2-3 people. 2. Schedule video production staff. Pre -arrange and notify crew of video productions and changes. 3. Provide for office administration and payroll for video production and playback crew. 4. Provide and be responsible for all production staff training and hands-on use of equipment for video crews. D. Training and Support: 1. Provide a training program (remotely or in -person) to a group of up to eight (8) City staff members. i. Training shall describe the roles and responsibilities of the Contractor in providing the video streaming service for City Council/public meetings. ii. Training shall identify how City Staff can identify and rectify minor problems that may arise in the rollout of the video streaming services. 2. Provide a main point of contact for City Staff. i. The main point of contact shall have a thorough understanding of the video streaming system and be capable of troubleshooting problems remotely with City Staff who may not be experts in video and audio technology. E. Other Responsibilities: 1. Provide maintenance of playback equipment located in City Hall as necessary for City Council meetings. i. The City of Santa Ana provides the control room equipment, cameras and equipment located inside the Council Chambers to broadcast and record the City Council meetings, including computers and other video production equipment. II. OPTION B: Annual State of the City Address 1. Contractor shall produce the Mayor's annual State of the City address, including: i. Hiring and supervising crew for camera operations, ii. Audio mixing, iii. Cable running, iv. Equipment load -in and load -out, v. Directing the show for video, City of Santa Ana RFP No. 24-108 Page 17 of 33 CITY OF SANTA ANA vi. Renting all needed video equipment and vii. Editing the finished video for playback. III. OPTION C: Event Video Production 1. On- and off -site video production services in Santa Ana for City -produced events that may include, but are not limited to: i. 4th of July Celebration, ii. Fiestas Patrias, iii. Santa Ana Fun Run. 2. This shall include all responsibility for graphics, video roll -ins and all audio/visual needs. 3. Event production may be a recorded event or a live event broadcast. 4. Approximately one event video per month. IV. OPTION D: Other Video Production 1. On- and off -site video production services in Santa Ana to produce videos tailored for social media, City TV channel, marketing, website, employee orientation, and other internal and external uses. 2. These would be brief videos (30 seconds to 5 minutes) and shall include editing for graphics, captions, animations, video roll -ins and all audio/visual needs. 3. Approximately 1-2 videos per month. 4. Could include occasional longer form videos, such as documentary style or news broadcast style, requiring additional filming and editing time. V. OPTION E: Cable/Video/Audio Equipment Maintenance and Installation 1. Confer with City staff to evaluate needs and supervise maintenance activity of all city owned audio/video facilities, as needed. Said facilities include, but are not limited to, City Hall, recreation centers, senior centers, stadium, soccer fields, etc. 2. Review and make recommendation for the repair and /or replacement of said audio/video facilities. 3. Develop purchase lists, install, integrate and upgrade systems or equipment as needed. 4. Troubleshoot system, system repair, system alignment, calibration and design. 5. Design layout of electrical circuitry for existing and /or acquired audio/video equipment. 6. Establish and maintain equipment log and data base to keep inventory and records of maintenance and to track equipment performance. 7. Help establish and enforce City policies for equipment use. Provide operation instruction for staff. City of Santa Ana RFP No. 24-108 Page 18 of 33 (9)CITY OF SANTA ANA 8. Prepare preventative maintenance schedules and execute said maintenance on a routine basis. 9. Coordinate equipment repair with outside agencies. 10. Supervise annual asset inventories and tagging of new assets, as needed. 11. Coordinate acquisition of new production equipment. 12. Facilitate and supervise use of facilities or equipment by outside agencies, persons, other City employees or cable franchisee staff. 13. Provide updates to City staff on progress of equipment installation, maintenance, building projects and anticipated completion dates. 14. Conduct regular security checks on the City's production equipment. 15. Assist City Clerk and other staff on use of Council Chambers: video, audio, lighting, PowerPoint, Elmo or other technical needs. 16. Facilitate completion of production services requested by City staff (including making dubs, editing and shooting videos, setting up equipment, programming videos on the city TV channel, delivering equipment, setting up operating facilities as needed.) 17. Vendor may utilize consultants/subcontractors to assist as required at the discretion of and with approval from the City Manager's Office. 18. Ensure compliance with local, state, and federal safety codes and regulations. VI. Other Services Not Mentioned 1. In addition to the designated proposal cost categories provided below, Proposers are encouraged to provide cost proposals for services that are not described in this RFP but may be of benefit to the City with regard to video streaming services. City of Santa Ana RFP No. 24-108 Page 19 of 33 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable TV 'PR6 GEAR 1. Cost Proposal: OPTION A: City Council and other Public Meetings To give an accurate assessment and correct pricing it would be ideal to discuss the expectations of the city for the position currently occupied by Tom Bystry. Given the idea that there would be 24 meetings per year. a. Yearly - $100,000 to cover the main contact and team b. 3pm -12am per meeting (includes additional set up c. $100/hour depending on the role. d. $4,000/meeting e. Any unforeseen items that pop up. No amount known. f. $100,000 OPTION B: Annual State of the City Address — This will depend on scope and amount of outside equipment needed a. Yearly - $6,000 to cover team and equipment b. 2pm -12am per meeting (includes additional set up) c. $100/hour depending on the role. d. $6,000/event e. Any unforeseen items that pop up. No amount known. f. $7,000 OPTION C/D: Event Video Production/Other Video Production a. Yearly - $60,000 to cover teams and equipment b. 10 hour day for crew (includes additional set up) c. $100/hour depending on the role. d. $6,000-$8,000/event e. Any unforeseen items that pop up. No amount known. f. $9,000 1630 Flower St. Glendale, CA 91201 (818) 246-7100 www.tvprogear.com TV PRo GEAR VI. OPTION E: Cable/Video/Audio Equipment Maintenance and Installation a. Yearly - $5,000-10,000 — All depends on needs b. totally depends on needs c. $100/hour depending on need d. Depends on equipment needed e. Any unforeseen items that pop up. No amount known. f. $5,000-10,000 —totally depends on needs Regarding pricing, it is very contingent on the needs. I would like to have a follow up conversation given your decision to discuss in more detail as things are very dependent on specifics. 1630 Flower St. Glendale, CA 91201 (818) 246-7100 www.tvprogear.com