HomeMy WebLinkAbout25H - AGMT VIDEO PRODUCTIONREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JANUARY 5, 2009
TITLE:
AGREEMENT WITH VIDEO ENGINEERING
SERVICES FOR VIDEO PRODUCTION AND
CABLE EQUIPMENT SERVICES
~~,~
CITY ANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
^ As Recommended
^ As Amended
^ Ordinance on 15t Reading
^ Ordinance on 2nd Reading
^ Implementing Resolution
^ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Direct the City Attorney to prepare and authorize the City Manager and
Clerk of the Council to execute the attached agreement with Video
Engineering Services for video production and cable equipment services
for one year in an annual amount not to exceed $99,660, subject to non-
substantive changes approved by the City Manager and City Attorney.
DISCUSSION
Video Engineering Services provides technical expertise for the purchase,
installation and maintenance of City owned audio and video equipment in
the City Council Chambers. In addition, Video Engineering Services
assists the City Clerk and other users of the Council Chambers with audio
recordings and lighting in the Council Chambers, and provides technical
assistance on other audio/visual related projects.
Video Engineering Services provides production staff to televise City
Council meetings occurring in the Council Chambers. This agreement
includes $4,000 for video services for the filming and production of the
Mayor's annual State of the City presentation, and a $13,200 contingency.
The Agreement may be extended for four additional one-year terms, and
compensation costs associated with the extensions may be renegotiated
annually. The Parks, Recreation and Community Services Agency is
satisfied with the quality of services provided by Video Engineering
Services and recommends approval of this agreement.
25H-1
Agreement with Video Engineering Services
January 5, 2009
Page 2
FISCAL IMPACT
Funds for this agreement are available in the Community Affairs, Other
Contractual Services account (no. 11-232-6291).
APPROVED AS TO FUNDS AND ACCOUNT:
~ i%
Gerardo Mouet, Francisco Gu ierrez,
Executive Director Executive Director
Parks, Recreation and Finance and Management Services
Community Services Agency Agency
25H-2
CONSULTANT AGREEMENT
THIS AGREEMENT, made and entered into this 5`" day of January, 2009 by and
between Video Engineering Services (hereinafter "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 (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the
field of video equipment maintenance and use.
B. Consultant represents that Consultant is able and willing to provide such
services to the City.
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:
SCOPE OF SERVICES
Consultant shall perform those equipment scheduling and maintenance services as
set forth in Exhibits A, B, C and D, attached hereto and incorporated by this reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its
services, the rates and charges identified in Exhibit E. The total sum to be expended
under this Agreement shall not exceed $99,660.00, annually, during the teen of this
Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
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.
TERM
This Agreement shall commence on February 1, 2009 and terminate on January
31, 2010, unless terminated earlier in accordance with Section 12, below. The Parties
may elect to renew the Agreement for up to four (4) successive one-year periods, by the
25H-3
execution of a written agreement. The parties may agree to renegotiate compensation
prior to each annual renewal.
INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor 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. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain
commercial general liability insurance naming the City, its officers, agents, volunteers,
and employees as additional insureds) and shall include, but not be limited to protection
against claims arising from bodily and personal injury, including death resulting
therefrom and damage to property, resulting from any act or occurrence arising out of
Consultant's operations in the performance of this Agreement, including, without
limitation, acts involving vehicles. The amounts of insurance shall be not less than the
following: single limit coverage applying to bodily and personal injury, including death
resulting therefrom, and property damage, in the total amount of $1,000,000 per
occurrence. Consultant shall supply City with a fully executed additional insured
endorsement in substantially the form attached hereto as Exhibit F upon execution of this
Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined
single limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non-owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of
Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required
to be insured against liability for worker's compensation or to undertake self-insurance.
Prior to commencing the performance of the work under this Agreement, Consultant
agrees to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
25H-4
d. The following requirements apply to the insurance to be provided by
Consultant pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force
and effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon
execution of this Agreement and shall be approved in form by the
City Attorney.
(iii) Certificates and policies shall state that the policies shall not be
canceled or reduced in coverage or changed in any other material
aspect without thirty (30) days prior written notice to the City.
e. If Consultant fails or refuses to produce or maintain the insurance required by
this section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not effect
Consultant's right to be paid for its time and materials expended prior to notification of
termination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers,
agents, employees, consultants, 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 health, and claims for property
damage, which may arise from the director indirect operations of the Consultant or its
contractors, subcontractors, agents, employees, or other persons acting on their 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.
7. 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
25H-5
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.
8. 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.
9. 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 telefacsimile
or other telegraphic communication in the manner provided in this Section, to the
following persons:
To City: Clerk of the City Council
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:
and
Executive Director of Parks, Recreation and Community Services
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
25H-6
To Consultant: Tom Bystry
3022 Palmyra Avenue
Orange, CA 92869
A party may change its address by giving notice in writing to the other party.
Thereafter, 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 telefacsimile,
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.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City
and Consultant, 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 Consultant. The parties agree that any terms or conditions of any
purchase order or other instrument that are inconsistent with, or in addition to, that terms
and conditions hereof, shall not bind or obligate Consultant nor 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 are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of
Consultant, 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 consultants retained by City.
12. 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:
25H-7
a. As a condition of such payment, the Executive Director may require Consultant
to deliver to the City all work product 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.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex,
marital status, sexual orientation, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, training, utilization,
promotion, termination or other employment related activities. Consultant affirms that it
is an equal opportunity employer and shall comply with all applicable federal, state and
local laws and regulations.
14. JURISDICTION -VENUE
This Agreement and all questions relating to its validity, interpretation,
performance, and enforcement shall be government and construed in accordance with the
laws of the State of California. 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.
15. 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 in writing of her inability to obtain or
maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall
be cause for termination of this Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow 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 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.
25H-8
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:
PATRICIA E. HEALY
Clerk of the Council
CITY OF SANTA ANA
DAVID N. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
By:
Laura Sheedy
Assistant City Attorney
RECOMMENDED FOR APPROVAL: VIDEO ENGINEERING
SERVICES
GERARDO MOUET
Executive Director of the
Parks Recreation and Community
Services Agency
THOMAS E. BYSTRY
Owner
Tax ID#
25H-9
EXHIBIT A
VIDEO ENGINEERING SERVICES
BASE ENGINEER
1. Consult shall confer with the Executive Director of Parks, Recreation And Community
Services or assigned staff to evaluate needs and supervise maintenance activity of all city
owned audio/video facilities. Includes City Hall, Recreation Centers, Senior Centers.
Parks and Recreation Building, Stadium, Soccer fields. Etc.
2. Review and make recommendation for the repair and /or replacement of said audio/video
facilities.
3. Design layout of electrical circuitry for existing and /or acquired audio /video equipment
4. Ensure compliance with local, state, and federal safety codes and regulations.
5. Establish and maintain equipment log and data base to keep inventory and records of
maintenance and to track equipment performance.
6. Help establish and enforce Agency wide policies for equipment use. Provide operation
instruction for staff.
7. Conduct regular security checks on the City's production equipment.
8. Prepare preventative maintenance schedules and execute said maintenance on a routine
basis.
9. Supervise annual asset inventories and tagging of new assets, as needed.
10. Coordinate equipment repair with outside agencies.
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. Facilitate completion of production services requested by City staff (including making
dubs, editing and shooting videos, setting up equipment, delivering equipment, setting up
operating facilities as needed.)
14. Provide updates to Executive Director and/or assigned staff on progress of equipment
install, maintenance, building projects and anticipated completion dates.
15. Assist City Clerk and other staff on use of Council Chambers: video, audio, lighting,
power point, elmo or other technical needs.
COMPENSATION Annually $45,760
City will pay contractor $55 (fifty five) per hour. For a maximum of sixteen hours per week.
The first and third Mondays of the month (Council Meetings) shall be two regularly assigned
workdays for Contractor.
25H-10
EXHIBIT B
VIDEO ENGINEERING SERVICES
State of the City Address
Consultant shall produce the mayor's state of the city address, including
• Hiring and supervising crew for camera operations, audio mixing, cable running,
equipment load in and load out.
• Directing the show for video.
• Renting all needed video equipment and editing the finished video for playback.
Flat fee - $4,000
Itemized invoicing for this item will occur once a year.
25H-11
EXHIBIT C
VIDEO ENGINEERING SERVICES
Council Meetings
VIDEO ENGINEERING SERVICES (Thomas E. Bystry) will serve as Producer/Administrator for City of
Santa Ana City Council meetings. Said services include hiring and supervision of video production staff.
Consultant shall provide production services in live meeting coverage and playback for up to twenty-seven
(27) meetings, including City Council meetings held the first and third Mondays of the month, Candidates
Forum, Election coverage and swearing-in ceremonies bi-annually, and various additional meetings as
selected by the Clerk of the Council and/or City Manager. Production services shall include all
responsibility for graphics during the presentations, video roll-ins and all audio/visual needs. Additionally,
Consultant shall provide technical assistance for city production crews and staff.
In providing services, Consultant shall:
1) Serve as Video Producer for all council meetings and cable-casting events in council chambers.
2) Maintain open communications with city clerks' office for special needs or changes pertinent to the
agenda for each council meeting.
3) Communicate and confirm with the cable administration office in Parks and Recreation regarding
council meeting coverage and playback related to the city channel. Report of technical playback and
council problems and remedies to the cable office.
4) Provide, hire and supervise all video production crew and staff which will include Director, Camera
Robotics Operator, Audio Operator, Graphics Designer and Playback Operator, in the future two of
these positions could be consolidated into one person.
~) Schedule video production staff. Pre-arrange and notify crew of video productions and changes.
6) Control and operate Playback from City Hall, playback of bulletin board and of city council meeting
replays. Hire a playback operator when necessary for council playback.
7) Provide for office administration and payroll for video production crew and playback.
8) Provide and be responsible for all production staff training and hands-on use of equipment for video
crews.
9) Direct communication with City Council members and Clerk of the Council.
0) Review any needs or concerns related to production request: includes powerpoint, overheads, video
roll-ins and presentations, review cueing system, proper use of microphones for Council.
1 1) Arrange for and design overall look and style ofproductions.
12) 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.
Compensation for Video Engineering services shall not exceed $30.900 annually, as follows: 517,700 for
first Monday meeting each Month. 513,200 for third Monday of the Month - if televised. This is flat rate
amount regardless of duration of council meetings. Said fee includes all required crew and insurance
required by City Hall. All invoices submitted shall be itemized.
25H-12
EXHIBIT D
VIDEO ENGINEERING SERVICES
Video Playback 24/7
Playback for CTV3 includes responsibility for playback of the City of Santa Ana's City Channel
3 (CTV3) television programs. Annual playback budget is $19,000 under the supervision of
Senior Engineer, Tom Bystry, Video Engineering Services.
Services provided pursuant to this Exhibit will be paid at a flat rate of $1,58333 per month.
Annual $19,000
• Playback operator will input television programs into the computer server system for
automation. This will include input from multiple formats of video sources including 3/4"
videotape, ''/z" videotape, Dvd, and Scala Bulletin Board System and any other applicable
formats.
• New programs will be loaded and old programs removed from the server per scheduling
Agreed between Consultant and City.
• Playback will provide aweekly/monthly calendar of programs with titles and times to the
CTV3 administration office for the monthly Parks, Recreation and Community Services
board meetings. Programs and calendar are to be approved by city's cable television
administrator in Parks and Recreation Department. Playback will assist in outreach and
maintain outside programs such as Orange County Forum and Nasa programs to place in
monthly program schedule as well as city programs including Talk About Town, Sports
& Activities Scene, Santa Ana Now, City of Santa Ana Council Meetings and the State of
the City Address. The City also receives the Orange County Board of Supervisors
meetings and will continue to cablecast these on Saturday mornings at 8:OOam to assist
the County.
• Logs of Leightronix playback times will be kept in Playback Department and made
available as needed to City Cable Administrator..
• Playback operator will. assist in organization of videotape library.
• Playback operator will make dvd copies of requested show copies with labels.
• Playback operator will be supervised by both the Senior Engineer and City Television
Cable Administrator.
• Work hours will be split between two partial work days as needed.
25H-13
EXHIBIT E
BUDGET SUMMARY FOR CONSULTANT AGREEMENT (CONTRACT)
Between The City of Santa Ana and Video Engineering Services (Thomas E. Bystry).
Annual budget for Exhibit A
Annual budget for Exhibit B
Annual budget for Exhibit C
Annual budget for Exhibit C
(Contingency)
Annual budget for Exhibit D
$45,760 Base Engineer
$4,000 Produce State of The City Address
$17,700 First council meeting of month
$13,200 Second council meeting of the month -
iftelevised.
$19,000 24/7 Playback of City Cable Channel.
TOTAL ANNUAL AMOUNT APPROPRIATED FOR COMPLETE CONTRACT: $99.660
Consultant shall submit itemized monthly invoice detailing services provided and costs associated
with those services.
25H-14
EXHIBIT F
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
I . The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California
92701; its officers, employees, agents, volunteers and representatives are named as
additional insureds ("additional insureds") with regard to liability and defense of suits
arising from the operations and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by
or on behalf of the named insured, such insurance as is afforded by this policy is primary
and is not additional to or contributing with any other insurance carried by or for the
benefit of the additional insureds.
3. This insurance applies separately to each insured against whom claim is
made or suit is brought except with respect to the company's limits of liability. The
inclusion of any person or organization as an insured shall not affect any right which such
person or organization would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be
cancelled, or materially reduced in coverage or limits except after thirty (30) days written
notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana,
California 92701.
(Completion of the following, including countersignature, is required to make this
endorsement effective.)
Effective
Policy # _
Issued to
this endorsement form as a part of
Named Insured
Countersigned by
Authorized Representative
25H-15
25H-16