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HomeMy WebLinkAboutAGENDA REPORT 2024 0605 CCSA REG ITEM 10KCITY OF MOORPARK, CALIFORNIA City Council Meeting of June 5, 2024 ACTION APPROVED STAFF RECOMMENDATION. BY A. Hurtado. K. Consider a Three-Year Agreement with Pegasus Studios for Video Production and Broadcast Services, Not-to-Exceed $30,000 Annually. Staff Recommendation: Approve a three-year agreement with Pegasus Studios for video production and broadcast services, and authorize the City Manager to execute the agreement subject to the final language approval of the City Manager; and authorize the City Manager to approve two one-year extensions with Pegasus Studios for a not-to- exceed amount of $30,000 per year. (Staff: Brian Chong, Assistant to the City Manager) Item: 10.K. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Brian Chong, Assistant to the City Manager DATE: 06/05/2024 Regular Meeting SUBJECT: Consider a Three-Year Agreement with Pegasus Studios for Video Production and Broadcast Services, Not to Exceed $30,000 Annually BACKGROUND AND DISCUSSION Following a Statement of Qualifications and Request for Proposals (RFP) process in 2008, the City Council entered into an agreement with Reel Life Pictures to provide video production and operations services. Since then, the City Council awarded subsequent agreements in 2010 and 2015 that extended the term of the original contract. In 2017, Reel Life Pictures changed its name to Pegasus Studios. In 2019, the City Council awarded a new contract to Pegasus Studios for a three-year term and authorized the City Manager to approve two additional one-year extensions. The City Manager approved those extensions in 2022 and 2023, and the current agreement is now set to expire on June 30, 2024. Since 2008, Pegasus Studios/Reel Life Pictures has capably provided video production and broadcast services to the City, operating the cameras and audio/video equipment during public meeting broadcasts, including City Council/Successor Agency, Planning Commission, Arts Commission, Library Board, Parks and Recreation Commission, and General Plan Advisory Committee meetings. Pegasus Studios also operates the broadcasting software used to schedule programming on the City’s MPTV television channel, which broadcasts live meetings, recorded meetings, and various public service announcements (PSAs) on a 24/7 basis. In recent years, the City has also utilized Pegasus Studios services to provide professional still photography, videography, and live-streaming services for off-site events such as the annual State of the City Address and City-produced events such as Haunted High Street. Item: 10.K. 394 Honorable City Council 06/05/2024 Regular Meeting Page 2 As experts in using broadcast equipment for numerous public agencies at their various facilities, Pegasus Studios staff has also played a key consulting role in the design of the audio/video equipment for the new City Hall facility now under construction at 323 Science Drive. The firm’s familiarity with City staff, City operations, and City facilities makes Pegasus Studios uniquely qualified to provide video production and broadcast services to the City. The City’s policy for procurement of contractual services (City Council Resolution No. 2019-3829) specifies that it may be in the City’s best interest to award a contract based on the scope of services, availability, unique skills, staffing levels, timing, prior experience, and familiarity with the City. The policy also states it may be in the City’s best interest to give preference to a professional services provider with a business located in the City. Although its mailing address is located outside the City, Pegasus Studios is physically located in Moorpark. Inasmuch as Pegasus Studios is uniquely qualified to serve as the City’s video production and broadcast services vendor, the City’s Purchasing Agent has waived the proposal/qualification process for this contract pursuant to Section 4.B of Resolution No. 2019-3829. ENVIRONMENTAL DETERMINATION This action is exempt from the California Environmental Quality Act (CEQA) as it does not constitute a project, as defined by Section 15378 of the State CEQA Guidelines. Therefore, no environmental review is required. FISCAL IMPACT None. Funding for this contract is included in the City’s proposed Fiscal Year 2024/25 Annual Budget, and the proposed contract would update and set new fixed monthly and hourly rates for services provided through June 30, 2027. COUNCIL GOAL COMPLIANCE This action does not support a current strategic directive. STAFF RECOMMENDATION Approve a three-year agreement with Pegasus Studios for video production and broadcast services, and authorize the City Manager to execute the agreement subject to the final language approval of the City Manager; and authorize the City Manager to approve two one-year extensions with Pegasus Studios for a not-to-exceed amount of $30,000 per year. Attachment: Proposed Contract 395 AGREEMENT BETWEEN THE CITY OF MOORPARK AND PEGASUS STUDIOS, FOR VIDEO PRODUCTION AND BROADCAST SERVICES THIS AGREEMENT, made and effective as of ________________________, between the City of Moorpark, a municipal corporation (“City”) and Pegasus Studios, an S Corporation (“Contractor”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: WHEREAS, City has the need for video production and broadcast services for City meetings and off-site City events, as well as related production services; and WHEREAS, Contractor specializes in providing such services and has the proper work experience, certifications, and background to carry out the duties involved; and WHEREAS, on June 25, 2019, the City and Pegasus Studios entered into an Agreement for video production and operations services; and WHEREAS, the City and Consultant entered into Amendment No. 1, extending the contract term to June 30, 2023; and WHEREAS, the City and Consultant entered into Amendment No. 2, extending the contract term to June 30, 2024; and WHEREAS, the City and Consultant entered into Amendment No. 3 to document the reorganization of Pegasus Studios into an S Corporation on February 15, 2024; and WHEREAS, Contractor has submitted to City a Proposal dated May 20, 2024, which is attached hereto as Exhibit B. NOW, THEREFORE, in consideration of the mutual covenants, benefits, and premises herein stated, the parties hereto agree as follows: 1.TERM The term of this Agreement shall be from July 1, 2024 to June 30, 2027, unless this Agreement is terminated or suspended pursuant to this Agreement. This Agreement may be extended by up to two, one-year extensions, subject to written mutual agreement by City and Consultant. 2.SCOPE OF SERVICES City does hereby retain Contractor, as an independent contractor, in a contractual capacity to provide video production and broadcast services, as set forth in Exhibit B. In the event there is a conflict between the provisions of Exhibit B and this Agreement, the language contained in this Agreement shall take precedence. ATTACHMENT 396 Rev. 12/15/2023 Page 2 of 16 Contractor shall perform the tasks described and set forth in Exhibit B. Contractor shall complete the tasks according to the schedule of performance, which is also set forth in Exhibit B. Compensation for the services to be performed by Contractor shall be in accordance with Exhibit B. Compensation shall not exceed the rates or total contract value of ninety thousand dollars ($90,000) as stated in Exhibit B, without a written amendment to the Agreement executed by both parties. Payment by City to Contractor shall be in accordance with the provisions of this Agreement. 3.PERFORMANCE Contractor shall at all times faithfully, competently and to the best of their ability, experience, standard of care, and talent, perform all tasks described herein. Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement. 4.MANAGEMENT The individual directly responsible for Contractor’s overall performance of the Agreement provisions herein above set forth and to serve as principal liaison between City and Contractor shall be Robert Schwieger, and no other individual may be substituted without the prior written approval of the City Manager. The City’s contact person in charge of administration of this Agreement, and to serve as principal liaison between Contractor and City, shall be the City Manager or the City Manager’s designee. 5.PAYMENT Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form, before payments may be made to Contractors. The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, based upon actual time spent on the above tasks. This amount shall not exceed ninety thousand dollars ($90,000) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. Contractor shall not be compensated for additional services rendered in connection with its performance of this Agreement, unless such additional services and compensation are authorized, in advance, in a written amendment to the agreement executed by both parties. The City Manager, if authorized by City Council, may approve additional work not to exceed ten percent (10%) of the amount of the Agreement. Contractor shall submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter 397 Rev. 12/15/2023 Page 3 of 16 as practical, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. Any expense or reimbursable cost appearing on any invoice shall be accompanied by a receipt or other documentation subject to approval of the City Manager. If the City disputes any of Contractor’s fees or expenses it shall give written notice to Contractor within thirty (30) days of receipt of any disputed fees set forth on the invoice. 6.TERMINATION OR SUSPENSION WITHOUT CAUSE The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. The Contractor may terminate this Agreement only by providing City with written notice no less than thirty (30) days in advance of such termination. In the event this Agreement is terminated or suspended pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination or suspension, provided that the work performed is of value to the City. Upon termination or suspension of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to this Agreement. 7.DEFAULT OF CONTRACTOR The Contractor’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor’s control, and without fault or negligence of the Contractor, it shall not be considered a default. If the City Manager or the City Manager’s designee determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, designee shall cause to be served upon the Contractor a written notice of the default. The Contractor shall have thirty (30) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 398 Rev. 12/15/2023 Page 4 of 16 8. LIQUIDATED DAMAGES [This section intentionally left blank.] 9. OWNERSHIP OF DOCUMENTS Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or the City’s designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Notification of audit shall be provided at least thirty (30) days before any such audit is conducted. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. Upon completion of, or in the event of termination or suspension without cause of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files, Contractor shall make available to the City, at the Contractor’s office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. 10. INDEMNIFICATION AND HOLD HARMLESS Contractor shall indemnify, defend and hold harmless City, and any and all of its officers, employees, and agents (“City Indemnitees”) from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Contractor’s performance of its obligations under this Agreement or out of the operations conducted by Contractor, including the City’s active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of this Agreement, the Contractor shall provide a defense to the City Indemnitees or at the City’s option reimburse the City Indemnitees their costs of defense, including reasonable legal counsels’ fees incurred in defense of such claims. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of 399 Rev. 12/15/2023 Page 5 of 16 this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this Section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successors, assigns, or heirs of Contractor and shall survive the termination of this Agreement or this Section. City does not and shall not waive any rights that it may have against Contractor by reason of this Section, because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions shall apply regardless of whether or not said insurance policies are determined to be applicable to any losses, liabilities, damages, costs, and expenses described in this Section. This Indemnity shall survive termination of the Agreement or Final Payment hereunder. This Indemnity is in addition to any other rights or remedies that the Indemnitees may have under the law or under any other Contract Documents or Agreements. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, in its sole discretion, reserve, retain, or apply any monies to the Contractor under this Agreement for the purpose of resolving such claims; provided, however, City may release such funds if the Contractor provides City with reasonable assurance of protection of the Indemnitees’ interests. City shall, in its sole discretion, determine whether such assurances are reasonable. 11.INSURANCE Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated herein by this reference as though set forth in full. 12.INDEPENDENT CONTRACTOR Contractor is and shall at all times remain as to the City a wholly independent Contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City. City shall not be liable for compensation or 400 Rev. 12/15/2023 Page 6 of 16 indemnification to Contractor for injury or sickness arising out of performing services hereunder. 13. LEGAL RESPONSIBILITIES The Contractor shall keep itself informed of local, state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act and Occupational Safety and Health Administration laws and regulations. The City and Contractor shall comply with Exhibit B, California Public Contract Code Section 9204, when applicable. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section. 14. ANTI DISCRIMINATION Neither the Contractor, nor any subcontractor under the Contractor, shall discriminate in employment of persons upon the work because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of such person; or any other basis protected by applicable federal, state, or local law, except as provided in Section 12940 of the Government Code. The Contractor shall have responsibility for compliance with this Section, if applicable [Labor Code Sec. 1735]. 15. UNDUE INFLUENCE Contractor declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City will receive compensation, directly or indirectly from Contractor, or any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 16. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Services performed under this Agreement. 401 Rev. 12/15/2023 Page 7 of 16 17.CONFLICT OF INTEREST Contractor covenants that neither they nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. Contractor further covenants that in the performance of this Agreement, they shall employ no person having such interest as an officer, employee, agent, or subcontractor. 18.NOTICE Any notice to be given pursuant to this Agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows: To: City Manager City of Moorpark 799 Moorpark Ave. Moorpark, CA 93021 To: Pegasus Studios Attn: Robert Schwieger 5760 Lindero Canyon Rd. #1151 Westlake Village, CA 91362 Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail. 19.CHANGE IN NAME Should a change be contemplated in the name or nature of the Contractor’s legal entity, the Contractor shall first notify the City in order that proper steps may be taken to have the change reflected in the Agreement documents. 20.ASSIGNMENT Contractor shall not assign this Agreement or any of the rights, duties or obligations hereunder. It is understood and acknowledged by the parties that Contractor is uniquely qualified to perform the services provided for in this Agreement. 402 Rev. 12/15/2023 Page 8 of 16 21.LICENSES At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services in this Agreement. 22.VENUE AND GOVERNING LAW This Agreement is made, entered into, and executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court in Ventura County, California. The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. 23.COST RECOVERY In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. 24.ENTIRE AGREEMENT This Agreement and the Exhibits attached hereto contain the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material. 25.CAPTIONS OR HEADINGS The captions and headings of the various Articles, Paragraphs, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof. 26.AMENDMENTS Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by both parties to this Agreement. 403 Rev. 12/15/2023 Page 9 of 16 27. PRECEDENCE In the event of conflict, the requirements of the City’s Request for Proposal, if any, and this Agreement shall take precedence over those contained in the Contractor’s Proposal. 28. INTERPRETATION OF AGREEMENT Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that the party prepared the Agreement or caused it to be prepared. 29. WAIVER No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding unless executed in writing by the party making the waiver. 30. AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of the Contractor warrants and represents that he/she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF MOORPARK PEGASUS STUDIOS __________________________________ __________________________________ Troy Brown, City Manager Robert Schwieger, President Attest: ________________________________ Ky Spangler 404 Rev. 12/15/2023 Page 10 of 16 Exhibit A INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to the City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to the City. Contractor shall provide the following types and amounts of insurance: Type of Insurance Limits Commercial General Liability $1,000,000 / $2,000,000 Aggregate Business Automobile Liability $1,000,000 Workers’ Compensation Statutory Requirements Insurance procured pursuant to these requirements shall be written by insurers that are authorized carriers in the State of California and with an A.M. Best rating of A- or better and a minimum financial size category VII. Commercial General Liability Insurance using Insurance Services Office (ISO) “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. Business Automobile Insurance coverage on ISO Business Auto Coverage form CA 00 01 10 13 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 combined single limit per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Contractor or Contractor’s employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability for each such person. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease. Such insurance must include a waiver of subrogation endorsement in favor of the City, its officers, employees, agents, and volunteers. 405 Rev. 12/15/2023 Page 11 of 16 Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured’s liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to the City for injury to employees of Contractor, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval by the City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $2,000,000 aggregate. General conditions pertaining to provision of insurance coverage by Contractor. Contractor and the City agree to the following with respect to insurance provided by Contractor: 1. Contractor agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds the City, its officials, employees, and agents, using standard ISO endorsement CG 2010 and CG 2037, or equivalent, with edition acceptable to the City. Contractor also agrees to require all contractors and subcontractors to do likewise. 2.No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor’s employees, or agents, from waiving the right to subrogation prior to a loss. Contractor agrees to waive subrogation rights against the City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3.All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operation limits the application of such insurance coverage. 4.None of the coverages required herein will be in compliance with these requirements if they include limiting endorsement of any kind that has not been first submitted to the City and approved in writing. 5.No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6.All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect the City’s protection without the City’s prior written consent. 406 Rev. 12/15/2023 Page 12 of 16 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor’s general liability policy, shall be delivered to city at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, the City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other Agreement and to pay the premium. Any premium so paid by the City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at the City’s option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of any cancellation or reduction of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation or reduction of coverage imposes no obligation, or that any party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary and non-contributing basis in relation to any other insurance or self-insurance available to the City. 10. Contractor agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by Contractor, provide the same minimum insurance required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Work will be submitted to the City for review. 11. Contractor agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer, or other entity or person in any way involved in the performance of Work contemplated by this Agreement to self-insure its obligations to the City. If Contractor’s existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time, the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Contractor 90 days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to the City. 407 Rev. 12/15/2023 Page 13 of 16 13.For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with an insurance requirement in no way imposes any additional obligations to the City nor does it waive any rights hereunder in this or any other regard. 15. Contractor will renew the required coverage annually as long as the City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until the City executes a written statement to that effect. 16. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to the City within five days of the expiration of coverage. 17.The provisions of any Workers’ Compensation or similar act will not limit the obligations of Contractor under this Agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to the City, its employees, officials, and agents. 18.Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section. 21.Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Work reserves the right to charge the City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the City. It is not the intent of the City to reimburse any third party for the cost of complying with 408 Rev. 12/15/2023 Page 14 of 16 these requirements. There shall be no recourse against the City for payment of premiums or other amounts with respect thereto. 22. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this Agreement. The City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve the City. 409 Rev. 12/15/2023 Page 15 of 16 EXHIBIT B SCOPE OF SERVICES This Agreement is not to exceed $30,000 annually for video production and operations services for the Moorpark Public Cable Television Channel (MPTV) and off-site City events. Services shall include the following: Public Meeting Broadcasts: Consultant shall manage and run the public meeting broadcasts that consist of City Council, Planning Commission, Parks and Recreation Commission, Arts Commission, Library Board, Oversight Board, and other special public meetings as may be called by the City. Consultant shall provide two operators for each meeting, unless otherwise agreed to in advance by the City and Consultant in writing. Up to one hour of setup time for each meeting may be billed to the City, provided Consultant was present doing setup, unless previously authorized by the City and Consultant in writing. Upon conclusion of a public meeting broadcast, Consultant shall schedule replays of the public meeting as directed by the City. Standard Operating Procedures Binder: Consultant shall develop and continuously update a binder of Standard Operating Procedures for conducting public meeting broadcasts and place it the City’s broadcast room. Supplies for Public Meeting Broadcasts: Consultant shall monitor supplies needed for the Video Control Room for public meeting broadcasts (such as DVDs, Blu-rays, and jewel cases) and shall advise the City designee if additional supplies are needed. Consultant shall not be responsible for ordering or obtaining the supplies, unless mutually agreed to in writing by the City and Consultant. If Consultant orders or obtains the supplies, then Consultant shall invoice the City for the cost of the supplies, plus a 15% Administrative Fee. This Administrative Fee shall be in lieu of the hourly rate for Additional Services listed below. MPTV Scheduling: In addition to scheduling public meetings live broadcasts and replays, Consultant shall manage the scheduling of other MPTV broadcasts as authorized and/or directed by the City for such content as public service announcements, public programming, and City advertisements. Upon request, Consultant shall send the current schedule of broadcasts to the City Designee. Special Programming/Production Services: Consultant shall provide proposals upon request for special programming and/or production services, which may take place at City Hall or at off-site locations. Upon written authorization from the City to proceed, Consultant shall record special programming and provide production services as contained in the proposal. Video Hosting: Upon request by City, Consultant shall host videos produced by Consultant and provide streamable, ad-free links to City for use on its website and social media. Upon termination, Consultant shall provide downloadable copies of all videos hosted by Consultant to City. 410 Rev. 12/15/2023 Page 16 of 16 Monthly Fees Item Description Monthly Rate Notes 1 Video Hosting, MPTV Scheduling, Standard Operating Procedures Binder $300.00 per month [See item 6, below] Schedule of Hourly Fees Item Description Hourly Rate Notes 2 Public Meeting Broadcasts at City Facilities $75.00 per operator Two-hour minimum guarantee. Up to six hours per meeting at this rate. 3 Public Meeting Broadcasts at City Facilities: Extended Meeting Rate $125.00 per operator Rate effective for meetings after six hours, inclusive of setup time. 4 Special Programming/Production Services: Photography $200.00 per operator Two-hour minimum guarantee 5 Special Programming/Production Services: Videography $200.00 per operator Two-hour minimum guarantee. 6 Special Programming/Production Services: Editing/Post-Production $125.00 7 Drone Videography/Photography $350.00 Two-hour minimum guarantee 8 Live Stream $2,500 fixed rental fee for equipment plus $125.00 per operator Five-hour minimum guarantee per event; requires minimum of two operators 9 Extraordinary Scheduling or Procedures Updates* $125.00 [See note below] * Extraordinary items take significantly more time to complete than regular recurring tasks and include: -A comprehensive change to the schedule involving a complete re-work of existing schedule -A change of equipment or software that requires re-training of Consultant to provide services 411