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HomeMy WebLinkAbout2007/06/05 Item 5 CITY COUNCIL AGENDA STATEMENT ~l'f:. CITY OF '~CHULA VISTA JUNE 5 2007, Item 5' ITEM TITLE: RESOLUTION APPROVING AN AGREEMENT WITH BOB HOFFMAN VIDEO PRODUCTIONS FOR VIDEOTAPING THE CHULA VISTA CITY COUNCIL ~WINGS DIRECTOROFCO~CATIONS~ CITY MANAGER (jJ SUBMITTED BY: REVIEWED BY: 4/STHS VOTE: YES D NO ~ BACKGROUND The City of Chula Vista entered into its first contract for videotaping City Council meetings in 1988, after a six-month trial period was deemed successful. Since that time, all regular City Council meetings and Redevelopment Agency meetings held in the COIUlcil Chambers have been videotaped for televising, for public review at the City's libraries, and for archival purposes. Bob Hoffinan Video Productions (BHVP) has provided this service to the City since 1998. The contract awarded to BHVP by the City Council was a five-year agreement, with the option for two, two-year extensions at the City's discretion. The final extension of the contract will soon expire. Staff has completed a formal RFP process for video production of the Council meetings, and recommends that a new contract with Bob Hoffinan Video Productions be approved. ENVIRONMENTAL REVIEW The Environmental Review Coordinator has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines because it does not involve a physical change to the environment; therefore pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. RECOMMENDATION That the Council adopt the resolution approving the agreement. BOARDS/COMMISSION RECOMMENDATION Not Applicable 5-1 JUNE 5, 2007, Item 5' Page 2 of3 DISCUSSION The purpose of the agreement is to secure video production services for the City, so that City Council and Redevelopment Agency meetings can be televised. On March 30, 2007, City staff distributed bid #3-06/07 to request proposals to furnish video production services for the City. Prospective bidders were given until 4:00pm on April 18, 2007 to submit their sealed proposals. The Request for Proposals (RFP) was mailed directly to three firms and was advertised in the Chula Vista Star News on April 6. Few video production houses in this region have sufficient staff to fulfill the time commitments and professional competencies required by Chula Vista. As a result only one firm, the City's current service provider, responded to the RFP. Bob Hoffinan Video Productions (BHVP) has reliably and dependably provided coverage of more than 400 city council meetings since they began providing this service to the city, as well as a variety of other city meetings and events. In addition, several city departments have hired the firm to produce broadcast quality productions for use in workshops and special events. BHVP has offered to meet all of the minimum requirements requested in the RFP, and will enhance those services by: I. Providing video duplication and transfer services for video formats not supported by Chula Vista's own equipment. 2. Providing qualified 'back up' staff in the event of unscheduled meetings or unanticipated events. 3. Enhancing the current production standard to include a newly created custom Chula Vista opening montage of scenic shots and graphics, which will be updated at least once each year of the contract. 4. Continuing to provide occasional assistance, trouble shooting and consulting services at little or no cost to the City. The firm has been in business in this region since 1983, and has produced programs for many government agencies in Southern California, including the County of San Diego, the cities of San Diego, Solana Beach and Imperial Beach, the Poway and Sweetwater school districts the Sweetwater Authority and the Imperial Valley Irrigation District. DECISION MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site specific and consequently the 500 foot rule found in California Code of Regulations section 1 8704.2(a)(1) is not applicable to this decision. 5-2 JUNE 5, 2007, Item !")' Page 3 00 FISCAL IMPACT The annual cost of this contract is estimated to be less than $30,000. Staff is recommending an initial agreement of five years, with five additional I-year renewal options at the City's sole discretion. BHVP is offering to continue providing their service in the corning fiscal year at the same fee established in December 2005; $450 for the first four hours or less of any meeting (scheduled start time until adjournment) and $100 for each additional hour or part thereof. The firm has included a provision in their proposal to adjust the cost by a factor equal to the CPI for San Diego County, not to exceed 3% annually. Because of the City's observation of certain holidays, cancellation of some meetings and the calling of special meetings, the yearly number of televised City Council meetings ranges between 42 and 52. Using the four-hour meeting cost of $450, the base yearly cost for FY 07/08 will be between $18,900 and $21,600. The length of each meeting can vary greatly, therefore the number of additional hours at $100 is difficult to estimate, but based on historical trends it is unlikely to exceed $3,000. City staff has requested that the service provider supply the necessary recording media, which BHVP has agreed to do at the following rates: . DVD: $00.35 - 01.75 . Mini DVD: $00.69 - 03.99 . Mini DV 60: $03.10-03.28 . DV 276: $21.84 - 39.10 . VHS T120: $01.35 - 03.35 Based on past usage, staff anticipates materials costs of no more than $2,000/year. Estimated maximum base cost: Estimated maximum add'l hrly cost: Estimated maximum materials costs: Projected maximum annual total: $23,400 3,000 1.000 27,400 These costs have been included in the proposed FY 07/08 budget. ATTACHMENTS . RFP (Bid No. #3-06/07) . Proof of Publication of RFP advertisement . Response to RFP . Agreement between the City of Chula Vista and Bob Hoffman Video Productions. Prepared by: Colleen M Carnevale, Communications Manager, Office of the City Manager 5-3 CITY OF CHULA VISTA ~\ft.. --- BID NO. #3-06/07 Page 1 01Y OF CHUlA VISTA NOTICE TO BIDDERS NOTICE IS HEREBY GIVEN, THAT SEALED PROPOSALS ON A FORM OBTAINED FROM THE PURCHASING DMSION WILL BE RECEIVED UNTIL 4:00 P.M. ON THE ISTH DAY OF APRIL 2007, AT WHICH TIME THE PROPOSALS WILL BE GIVEN TO LIZ PURSELL, DIRECTOR OF COMMUNICATIONS FOR REVIEW, EVALUATION AND SELECTION. SEE SECTION III, SELECTION PROCESS. PROPOSALS ARE FOR FURNISHING THE CITY OF CHULA VISTA WITH: VIDEOTAPING SERVICES FOR THE CHULA VISTA CITY COUNCIL MEETINGS FOR TELEVISING ALL BIDDERS ARE HEREBY REFERRED TO THE BIDDING INSTRUCTIONS, GENERAL PROVISIONS, SPECIFICATIONS, AND TERMS AND CONDITIONS ON FILE IN THE OFFICE OF THE PURCHASING DMSION FOR FULL DETAILS AND DESCRIPTION OF SERVICES, PRODUCTS ORMATERlALS REQUIRED. FOR FURTHER INFORMATION AND COPIES OF PROPOSAL INSTRUCTIONS, CONTACT THE PURCHASING DMSION: CITY OF CHULA VISTA PURCHASING DIVISION FINANCE DEPARTMENT 276 FOURlH AVENUE CHULA VISTA, CA 91910 TELEPHONE (619) 691-5141 FAX (619) 691-5149 THE CITY RESERVES THE RIGHT TO REJECT ANY OR ALL BIDS OR ANY PORTION OF ANY BID, OR TO WAIVE ANY IRREGULARITIES OR INFORMALITIES IN THE BIDS OR IN THE BIDDING. ALL BIDS MUST BE SUBMITTED IN SEALED ENVELOPES PLAINLY MARKED WITH THE BID NUMBER AND TIME SET FORBID CLOSING. BIDS RECEIVED AFTER THE TIME SET FOR CLOSING WILL BE REJECTED. SUZANNE BROOKS ACTING PURCHASING AGENT MARCH 30, 2007 5-4 CITY OF CHULA VISTA ~\f? --- BID NO. #3-06/07 Page 2 CITY OF CHUlA VlSfA BID FORM THE UNDERSIGNED HEREBY OFFERS, SUBJECT TO ALL SPECIFICATIONS, TERMS AND CONDITIONS, AND GENERAL PROVISIONS HEREIN, TO FURNISH THE CITY OF CHULA VISTA THE FOLLOWING: VIDEOTAPING THE CITY COUNCIL MEETINGS FOR TELEVISING I. INTRODUCTION AND PROJECT DESCRIPTION Televising official government meetings is a widely accepted public information tool. In this region, the County of San Diego and the cities of Chula Vista, San Diego, Escondido, Vista, Del Mar, El Cajon, Encinitas, La Mesa, Oceanside, Carlsbad, Solana Beach and Coronado are among those televising supervisor/council meetings. The City of Chula Vista has been taping City Council meetings for televising on cable television since January 1988. It is one of the most effective tools for enhancing public access to the Council's discussions and actions. The City is seeking to negotiate a new contract; It is the intention of the City that the term of this agreement will be for five (5) years commencing on July I, 2007 and to include (5) five (1) one year options to renew the contract; While not part ofthe RFP, the company selected to perform this work will receive serious consideration for the City's other video production projects such as the Mayor's State of the City Address. The Chula Vista City Council holds regular meetings at 4 p.m. on the first Tuesday of each month and at 6 p.m. on the three successive Tuesdays of each month. The Council generally does not meet on fifth Tuesdays, as applicable. Because of the observation of certain holidays and the calling of special meetings, i.e., council workshops, the yearly number of televised meetings ranges from 42 to 52. The length of the meetings can vary greatly- from less than one hour to more than six hours. Currently, the meetings are aired at 7 p.m. Wednesdays on Cox Cable Channel 24 and Chula Vista Cable Channel 68. DVD copies of the meetings are also available for check; out at the Chula Vista Civic Center Branch library and can also be purchased from the Office of Communications for a nominal fee. For production of the City Council meetings, the Council Chambers havebeen equipped with the following equipment: one video mixer, four cameras, four pan/tilt, one pan/tilt controller, one computer system, one character generator, nine monitors, one DVD recorder,one processing board, one touch panel, and one logo inserter. 5-5 CITY OF CHULA VISTA ~If.? --- BID NO. #3-06/07 Page 3 01Y OF CHUIA VISTA II. PROPOSAL REQUlREMENTS A. Minimum requirements: The following are minimum requirements that a proposer must meet and/or agree to in order to be considered responsive to this RFP. 1. Finished product: Produce two (2) DVD copies and one (1) Super VHS videotape along with one mini DVD for use on the City's playback equipment of City Council meetings regularly scheduled on the first four Tuesdays of every month and occasional special meetings or workshops. Provide copies to the City the evening of the meeting or by 8 a.m. the day following the meeting. 2. Minimum staff: Two experienced staff members to operate the equipment, cameras, and generate graphics; one should be a technical director. 3. Character generation: IdentifY speakers and items being discussed throughout the meetings. (May require one hour CG input prior to meetings.) Agenda is provided by the City prior to meeting. Display City logo along with CG during meetings. On occasion, run various public service announcements provided by the City during meetings. List credits at the end of the televised meeting including the City ofChula Vista and, if desired, the company. 4. Insurance: Obtain and/or provide evidence of the following insurance coverages: a. Commercial General Liability insurance including Business Automobile Insurance coverage with a minimum coverage of $1,000,000 which names the City and Applicant as an Additional Insured, and which is primary to any policy which the City may otherwise carry ("Primary Coverage)", and which treats the employees ofthe City and Applicant in the same manner as members of the general public ("Cross-liability Coverage"). b. Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage. (See Attachment "A") 5-6 CITY OF CHULA VISTA ~!~ --- BID NO. #3-06/07 Page 4 OTY OF CHULA VISTA B. Additional issues for discussion: All proposers must address each of the additional issues for discussion (B 1-7). (Answer on a separate sheet of paper.) 1. Term of proposed agreement/contract. 2. Background and/or experience of proposer and on-site staff. 3. Proposer's experience in similar operations; include sample video in DVD format of proposer's work, preferable for similar type of production (meeting setting with majority of editing done live.) 4. References. 5. Financial standing of the proposer. 6. Statement that proposer is an Equal Opportunity Employer. 7. Describe financial proposal based on the following (length of meeting shall be determined from the scheduled start time until the meeting is adjourned). If alternative approaches are proposed, describe the financial implications of each. a. Cost for first four hours or less of meeting time and additional cost for each hour longer than four hours. b. Cost of mini DVD, DVD stock and VHS stock. m. SELECTION PROCESS: A. Proposal submittal format and deadline To respond to this RFP, please include the following: I. List the name, title, address and phone number of the proposer. lfthe proposer is ajoint venture, identify each participating firm. 2. . Provide an overall description of the proposal. Multiple proposals may be submitted; specify the staff, equipment and proposed costs for each. Discuss how the proposal will 5-7 CITY OF CHULA VISTA ~If? --- BID NO. #3-06/07 Page 5 01Y Of CHUIA VISTA meet the minimum requirements (refer to Section II A), specifically detailing personnel proposed. 3. The entire proposal submission must include five complete sets of the proposal and all additional written material. One copy of previously completed video work in DVD format also must be included. (Section II B3). Proposals that do not include all required forms, correct number of completed copies, or do not have answers included for every question may be deemed non- responsive and may be returned to the proposer. Proposals must be delivered to the Purchasing Division, City of Chula Vista, 216 Fourth Avenue, Chula Vista, CA 91910, by 4 P.M. PDT, on April 18, 2007. Ifmail delivery is used, the proposer should mail documents early enough to provide for arrival by this deadline. Proposals received after the date and time specified will not be considered. B. Evaluation and selection process Primary regard will be given to the financial proposal, technical competence and ability of the contractor as demonstrated in the proposal. As indicated, this RFP identifies certain minimum requirements that must be met and/or agreed upon to qualifY for consideration in the selection process. The benefit of any proposed options will be weighed against their cost. A selection committee designated by the City of Chula Vista will review all proposals submitted. This committee will invite at least the top three rated proposers for an oral interview and rate the interviewed proposers. Staff then will att=pt to negotiate a contract with the highest rated proposer to be submitted to the City Council for approval. The contract will be awarded only to responsible prospective contractors. In order to qualifY as responsible, a prospective contractor must, in the opinion of the raters, meet the following standards as they relate to this Request for Proposal. I. Have adequate technical and financial resources for performance or have the ability to obtain such resources as required during performance. 2. Have the necessary experience, organization, technical qualifications, skills and facilities or have the ability to obtain them (including any subcontractor arrangements). 5-8 CITY OF CHULA VISTA ~\f?. -fi- BID NO. #3-06/07 Page 6 mY OF CHUIA VISTA 3. Have a satisfactory record of performance. 4. Be otherwise qualified and eligible to receive an award under applicable laws and regulations. . C. Contract cost 1. The final contract cost is subject to negotiation. 2. At the time of the negotiation of a contract, a recommended agreement will be submitted to the City Council for approval. (Attachment "B" Sample of Standard Two Party Agreement) 3. The City will not provide financial assistance to the contractor beyond the negotiated fee. D. Tentative Schedule The following is a tentative schedule of events for this REF process: 1. RFP issued 2. Proposals due 3. Initial evaluation completed 4. Interviews with selected proposers 5. Contract negotiations and preparation 6. Recommendations to City Council 7. Selected operator begins operations March 30, 2007 April 18.2007 Week of April 23, 2007 Week of April 30, 2007 Week of May 7,2007 June 5, 2007 July 1,2007 IV. REQUIREMENTS AND AUTHORITY OF THE CITY OF CHULA VISTA A. All materials prepared under this agreement shall be the property of the City of Chula Vista and may not be used or reproduced in any form without the explicit written permission of the City of Chula Vista. B. The City shall not be liable for any pre-contractual expenses incurred by any proposer or selected operator. The City shall be held harmless and free from any and all liability, claims, or expenses whatsoever incurred by or on behalf of any person or organization responding to this REF. This Request for. Proposal does not commit the City to award a contract, to pay any costs incurred in the 5-9 CITY OF CHULA VISTA BID NO. #3-06/07 Page 7 01Y OF CHUIA VISTA preparation of the proposal to this request, or procure or contract for services or supplies. The City reserves the right to accept or rej ect any or all proposals received as a result of this request, to negotiate with any qualified source, or to cancel in part or entirely this Request for Proposal, if it is in the best interest of the City to do so. The City may require the proposer selected to participate in negotiations and to make technical or other revisions of their proposal as may result from negotiations. The City reserves the right to approve or disapprove subcontractor's proposals. 5-10 CITY OF CHULA VISTA ~!ft.. --- BID NO. #3-06/07 Page 8 CTlY OF CHUlA VISTA Payment Terms Terms: 0/0 Days Prompt payment discounts offered for less than fifteen (15) days will not be considered in evaluating bids for award. However, discounts offered ofless than fifteen (15) days will be taken if payment is made by the City within the discount period. In the absence of terms, payment shall be Net Thirty (30) Days. BID AND OFFER TO CONTRACT THIS PROPOSAL AND OFFER, SUBJECT TO THE SPECIFICATIONS, TERMS AND CONDmONS, AND GENERAL PROVISIONS HEREIN, WHENDUL Y ACCEPTED BY THE CITY SHALL CONSTITUTE THE CONTRACT BETWEEN THE PARTIES. IN CONSIDERATION OF THE PAYMENTS TO BE PROVIDED BY THE CITY, AND IN ACCORDANCE WITH THE CONDITIONS EXPRESSED IN THE PROPOSAL FORMS AND SPECIFICATIONS ATTACHED AND BY THIS REFERENCE INCORPORATED HEREIN, CONTRACTOR AGREES TO FURNISH VIDEOTAPING THE CHULAVISTA CITY COUNCIL MEETINGS FOR TELEVISING TO THE CITY OF CHULA VISTA. The following section must be fIlled in completely: Company Name Address . City State _ Zip Telephone Print Name Fax Title 5-11 CITY OF CHULA VISTA ~\~ --- BID NO. #3-06/07 Page 9 01Y OF CHUIA VISTA Signature Date GENERAL PROVISIONS PLEASE READ CAREFULLY THESE PROVISIONS ARE A PART OF YOUR BID AND ANY CONTRACT AWARDED The bidder agrees that: A. Bidder has carefully examined the specifications, and all provisions relating to the item( s) to be furnished or the work to be done; understands the meaning, intent, and requirements; and B. Bidder will enter into a written contract and furnish the item(s) or complete the work in the time specified, and in strict confornrity with the City of Chula Vista specifications for the prices quoted. Note: Bidder is defmed as any individual, partnership, or corporation subrnitting a bid, proposal, or quotation in response to a request for bid, request for proposal, or request for quotation. A bidder may also be referred to as consultant, contractor, supplier, or vendor. 1. Prices: All prices and notations must be in ink or typewritten. Mistakes may be crossed out and corrections typed or written with ink adjacent to the error; the person signing the bid must initial corrections in ink. Bids shall indicate the unit price extended to indicate the total price for each item bid. Any difference between the unit price correctly extended and the total price shown for all items bid shall be resolved in favor of the unit prices, except when the bidder clearly indicates that the total price for all items bid is based on consideration of being awarded the entire lot and that an adjustment of the total price is being made in consideration of receiving the entire bid. 2. Bidder's Security: A bid deposit in an amount equal to at least 10% of the bid maybe required as a bid security by the City. The bid security may ouly be in cash, a cashier's check, a certified check made payable to the City of Chula Vista, or a bidder's bond. If the bid security is a bond, it shall be executed by a surety insurer authorized to issue surety bonds in the State of California. The bid security must be executed by the bidder and enclosed with the bid proposal in the sealed bid envelope. 3. Items Offered: If the item offered has a trade name, brand andlor catalog number, such shall be stated in the bid. If the bidder proposes to furnish an item of a manufacturer or vendor other than that mentioned on the face hereof, bidder must specify maker, brand, quality, catalog number, or other trade designation. Uuless such is noted on the bid fonn, it will be deemed that the item offered is that designated even though the bid may state an or equal. 4. Brand Names: Whenever reference to a specific brand name is made, it is intended to describe a component that has been determined to best meet operational, performance, or reliability standards of the City, thereby incorporating these standards by reference within the specifications. Ai:. equivalent Ca or equal) may be offered by the bidder, subjectto evaluation and acceptance by the City, It is the bidder's responsibility to provide, at bidder's expense, samples, test data, or other documentation the City may require to fully evaluate and determine acceptability of an offered substitute. The City reserves the sole right to reject a substituted component that will not meet or exceed City standards. 5-12 CITY OF CHULA VISTA ~I~ --- BID NO. #3-06/07 Page 10 01Y OF CHUlA VISTA 5. Samples: Samples may be required for bid evaluation and testing purposes. Bidders sball agree to provide samples within forty-eight (48) hours upon request and at no additional cost to the City. 6. Verify Quotations: Prices shall be verified prior to bid submittal, as withdrawal or correction may not be permitted after the bid has been opened. 7. Firm Prices: Prices on bid shall be firm prices not subj ect to escalation. In the event the specifications provide for escalation, the maximum limit shall be shown, or the bid shall not be considered. In the event of a decline io market price below a price bid, the City of Chula Vista shall receive the benefit of such declioe. 8. Modification or Withdrawal of Bids: Bids may be modified or withdrawn by written or facsimile notice received prior to the exact hour and date specified forreceipt of bid. A bid may also be withdrawn io person by a bidder, or bidder's authorized representative, prior to the exact hour and date set for receipt of bids. Telephone withdrawals are not permitted. 9. Late Bids and Modifications or Withdrawals: (a) Bids and modifications of bids (or withdrawals thereof, if this solicitation is advertised) received at the office designated io the solicitation after the exact hour and date specified for receipt will not be considered uoless: (I) they are received before award is made; and either (2) they are sent by registered, express, or certified mail for which an official dated post office stamp (postmark) on the origioal mail receipt has been obtaioed and it is determined by the City that the late receipt was due solely to delay io the mails for which the bidder was not responsible; or (3) if submitted by mail, it is deterroioed by the City that the late receipt was due solely to mishandliog by the City after receipt, provided that timely receipt is established upon examioation of an appropriate date or time starop (ifany) or of other documentary evidence of receipt (if readily available) within the control of the City or of the Post Office serving it. However, a modification of a successful bid which makes the terms of the bid more favorable to the City will be considered at any time it is received and may thereafter be accepted. (b) The time ofmailiog oflate bids submitted by registered, express, or certified mail shall be deemed to be the last mioute of the date shown io the postmark on the mail receipt or registered mail wrapper, uoless the bidder furnishes evidence from the post office station ofmailiog which establishes an earlier time. 10. Mistake in Bid: (a) If the bidder discovers a mistake io bid prior to the hour and date specified forreceipt ofbid, bidder may correct the mistake by modifying or withdrawiog the bid io accordance with Items 8 and 9 above. (b) If within seventy.-two hours of the bid closiog and prior to the issuance of a purchase order or a contnict, the apparent low and best bidder discovers a mistake.io bid of a serious and significant nature which is uufavorable to bidder, bidder Il1aY request consideration be given to modifying the bid if it remaios the lowest bid or to withdrawal of the bid if the result of the correctio)l of the mistake makes another bidder lowest and best bidder. The mistake must be evident and provable. The right is reserved by the City to reject any and all requests few correction of mistakes io bids received after the hour and date of the bid closiog. The decision of the . Purchasiog Agent is final as regards acceptance or rejection of requests for correction of bids. 5-13 CITY OF CHULA VISTA BID NO. #3-06/07 Page 11 COY OF CHULA VISfA (c) A mistake in bid cannot be considered once a purchase order or contract is issned. 11. Signatnre: All bids shall be signed and the title and firm name indicated. A bid by a corporation shall be signed by an authorized officer, employee or agent with his or her title. 12. No Bids: Ifno bid is to be submitted, the bid should be marked No Bid@ and returned to maintain the bidder=s name in the vendor file for future solicitations. A letter or postcard may be submitted. If a bidder fails to respond to a reasonable number of bids without returning aN 0 Bid, the Purchasing Agent reserves the right to delete the bidder from the vendor file for future solicitations. 13. Alternative Proposals: To be responsive to the bid, bidder must submit a proposal that meets all specific bid requirements. Once bidder has proposed a product which is responsive to the specification, bidder may include with the bid any additional proposals or alternative products that bidder believes can meet or exceed the City's requirements and that may offer additional advantages, benefits, or cost savings. The City reserves the right to evaluate, and accept or reject, such alternatives as though they were part of the original specifications without advertising for further bids, when in the best interests of the City. Any awards so made will be based on operational and cost analysis considerations that would result in the optimum economic advantage to the City. 14. Confidential Information: Any information deemed confidential or proprietary should be clearly identified by the bidder as such. It may then be protected and treated with confidentiality ouly to the extent permitted by state law. Otherwise the information shall be considered a public record. Information or data submitted with a bid will not be returned. 15. Quality: Uuless otherwise required in the specifications, all goods furnished shall be new and unused. 16. Litigation Warranty: The bidder, by bidding; warrants that bidder is not currently involved in litigation or arbitration conceming the materials or bidder's performance concerning the same or similar material or service to be supplied pursuantto this contract of specification, and that no judgments or awards have been made against bidder on the basis of bidder's performance in supplying or installing the same or similar material or service, uuless such fact is disclosed to the City in the bid. Disclosure will not disqualify the bidder. The City reserves the right to evaluate bids on the basis of the facts surrounding such litigation or arbitration and to req\iire bidder to furnish the City with a surety bond executed by a surety company authorized to do bllSiness in the State of California and approved by The City of Chula Vista in a sum equal to one hundred percent (100%) of the contract price conditional on the faithful performance by bidder of the contract in the event the bid is awarded to bidder, notwithstanding the litigation or arbitration. 17. Royalties, Licenses and Patents: Uuless otherwise specified, the bidder shall pay allroyalties, license and patent fees. The bidder warrants that the materials to be supplied do not infringe any patent, trademark or copyright and further agrees to defend any and all suits, actions and claims for infringement that are brought against the City, and to defend, indemnify and hold harmless the City from all loss or damages, whether general, exemplary or punitive, as a resUlt of any actual or claimed infringement asserted against the City, the bidder or those furnishing material to bidder pursuant to this 5-14 CITY OF CHULA VISTA ~\~ --- BID NO. #3-06107 Page 12 0lY OF CHULA VISTA contract. 18. Performance Standards: Performance of work and acceptability of equipment or materials supplied pursuant to any contract or award sball be to the satisfaction of the City. 19. Warranties: (a) All material, labor or equipment provided under the contract shall be warranted by bidder and/or manufacturer for at least twelve (12) months after acceptance by City. Greater warranty protection will be accepted. Lesser warranty protection must be indicated by bidder on the bid proposal as an exception. (b) Bidder shall be considered primarily responsible to the City for all warranty service, parts and labor applicable to the goods or equipment provided by bidder under this bid or award, irrespective of whether bidder is an agent, broker, fabricator or manufacturer=s dealer. Bidder shall be responsible for ensuring that warranty work is performed at allocal agency or facility convenient to City and that services, parts and labor are available and provided to meet City=s schedules and deadlines. City may require bidder to post a performance bond after contract award to guarantee performance of these obligations. Bidder may establish a service contract with a local agency satisfactory to City to meet this obligation ifbidder does not ordinarily provide warranty service. 20. Addenda: The effect of all addenda to the bid documents shall be considered in the bid, and said addends shall be made part of the bid documents and shall be returned with them. Before submitting a bid, each bidder shall ascertain whether or not any addenda have been issued, and failure to cover in this bid any such addenda issued may render the bid invalid and result in its rejection. 21. Specifications to Prevail: The detailed requirements of the specifications shall supersede any conflicting reference in these General Provisions which are in conflict there'W'ith. 22. Taxes: The City will furnish Exemption Certificates for Federal Excise Tax. The City is liable for State, City and County Sales Taxes. Do not include this tax in the amount bid. However, tax is to be added by the successful bidder to the net amount invoiced. All or any portion of the City Sales Tax returned to the City will be considered in the evaluation of bids. 23. Conflict ofInterest: No City employee or elected or appointed member of City government, or member of the employee=s inunediate family, may participate directly or indirectly in the procurement process pertaining to this bid if they: (a) Have a financial interest or other personal interest which is incompatible with the proper discharge of their official duties in the public interest or would tend to impair their independence, judgment or action in the performance of their official duties. (b) Are negotiating for or have an arrangement concerning prospective employment with bidder. The bidder warrants to the best of his knowledge that the submission of the bid will not create such conflict of interest. In the event such a conflict occurs, the bidder is to report it inunediately to the Purchasing Agent. For breach or violation of this warranty, the City shall have the right to annul this contract without liability at its discretion, and bidder may be subject to damages and/or debarment or suspension. 5-15 CITY OF CHULA VISTA ~\fc.. -~- BID NO. #3-06/07 Page 13 CITY OF CHUlA VlSfA 24. Gratuities: The City may rescind the right of the bidder to proceed under this agreement ifit is found that gratuities in the form of entertainment, gifts, or otherwise are offered or given by the bidder, or any agent or representative of the bidder, to any officer or employee of the City with the intent of influencing award of this agreement or securing favorable treatment with respect to performance of this agreement. 25. Faithfnl Performance Bond: The successful bidder may be required to furnish the City with a surety bond conditioned upon the faithful performance of the contract. This may take the form of a bond executed by a surety company authorized to do business in the State of California and approved by the City ofChula Vista, an endorsed Certificate of Deposit, or a money order or a certified check drawn on a solvent bank. The bond shall be in a sum equal to one hundred percent (100%) of the amount of the contract price. Such bond or deposit shall be forfeited to the City in the event.that bidder receiving the contract shall fail or refuse to fulfill the requirements and all terms and conditions of the contract. 26. Insurance: Should work be required on City premises, bidder shall provide proof of liability and property damage insurance prior to performance of duties. Coverage shall be from a company authorized to transact business in the State of California and shall be in an amount not less than $1,000,000 combined single limit (CSL), unless otherwise specified. The City ofChula Vista shall be named as an additional insured and thirty (30) days notice of cancellation shall be indicated. W orker=s Compensation coverage for each employee engaged in work on City premises is required. Bidder is solely responsible for all insurance premium payments. 27. Indemnification: Bidder shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers, employees, and agents, from and against all claims for damages, liability, and expenses (including attomey=s fees) arising out of this agreement andlor bidder=s performance hereunder, except as to such damages, liability, and expenses due to the sole negligence or willful acts of the City, its officers, etnployees or agents. 28. Award of Contract: (a) Bids will be analyzed and award will be made to the lowest, responsive and responsible bidder whose bid conforms to the solicitation and whose bid is considered to be most advantageous to the City, price and other factors considered. Factors to be considered may include, but are not limited to: bidder=s past performance, total unit cost, economic cost analysis, life cycle costs, warranty and quality, maintenance cost, durability, the operational requirements of the City and any other factors which will result in the optimum economic benefitto the City. (b) The City reserves the right to reject any item or items, to waive informalities, technical defects and minor irregularities in bids received; and to select the bides) deemed most advantageous to the City. The City will, however, consider bids submitted on an all or nothing basis if the bid is clearly designated as such. ( c) The City reserves the right to award one or more contracts on the bids submitted, either by award of all items to one bidder or by award of separate items or groups of items to various bidders as the interests of the City may require, unless the bidder clearly specifies otherwise in his bid. (d) For the purpose of evaluating bids for multiple awards, the sum of $100.00 is considered to be the administrative cost to the City for issuing and administering each contract awarded under this solicitation, and 5':'16 CITY OF CHULA VISTA ~If?- -11- BID NO. #3-06/07 Page 14 01Y OF CHUIA VISfA individual awards will be made for the items and combinations of items which result in the lowest aggregate price to the City, including such administrative cost. (e) Upon acceptance by the City of Chula Vista, the solicitation, bid, proposal, or price quotation and a purchase order issued to the successful bidder shall be deemed to result in a binding contract incorporating those terms and these General Provisions without further action required by either party. Items are to be furnished as described in the bid and in strict conformity with all instructions, conditions, specifications, and provisions in the complete contract, as defined by this clause 28 or any related integrated agreement. 29. Bid Results: To obtain bid results, either (I) attend bid opening or (2) provide a self-addressed, stamped envelope referencing bid number, and bid tabulation will be mailed to you upon verification of extensions or (3) visit the Purchasing Department no sooner than three working days after bid opening to review bid tabulation. Due to time constraints, bid results cannot be given out over the phone. 30. Protests: Protests by unsuccessful bidders to the selection for award shall be submitted in writing to the Purchasing Agent no later than ten (10) calendar days after award recommendation. The unsuccessful bidder shall have the right to appear at the City Council to protest any award to be confrrmed by Council. Failure to submit a timely written protest to the Purchasing Agent shall bar consideration of such protest. 31. Documentation: Due to the time constraints that affect contract performance, all required documents, certificates of insurance and bonds shall be provided to the City within ten (10) calendar days following award or date of request by City, whichever is later. Any failure to comply may result in bid being declared non-responsive and rejected, and at City's option the bid bond may be attached for damages suffered. 32. Discounts: (a) Prompt payment discounts offered for payment within less than fifteen (15) calendar days will not be considered in evaluating bids for award. However, offered discounts oness than 15 days will be taken ifpayment is made within the discount period, even though not considered in the evaluation of bids. (b) In connection with any discount offered, time will be computed from date of delivery and acceptance, or invoice receipt, whichever is later. Payment is deemed to be made for the purpose of earning the discount on the date of mailing of the City check. (c) Any discount offered other than for prompt payment should be included in the net price quoted and not included in separate terms. In the event this is not done, the City reserveS the right to accept the discount offered and adjust prices accordingly on the Purchase Order. 33. Seller=s Invoice: Invoices shall be prepared md submitted in duplicate to address shown on the Purchase Order. Separate invoices are required for each Purchase Order. Invoices shall contain the following information: Purchase Order number, item. number, description of supplies or services, sizes, unit of measure, quantity, "unit price and extended totals. 34. Inspection and Acceptance: . . Inspection and acceptance will be at destination unless specified otherwise, and will be made by the City department shown in the shipping address or other duly authorized representative of the City. Until delivery and acceptance, and after any rejection, risk ofloss will be on the bidder unless loss results from negligence of the City. 5-17 CITY OF CHULA VISTA ~\f? -~- BID NO. #3-06/07 Page 15 0lY Of CHUlA VlsrA 35. Lost and Damaged Shipments: Risk ofloss or damage to items prior to the time of their receipt and acceptance by the City is upon the bidder. The City has no obligation to accept damaged shipments and reserves the rightto return at the bidder=s expense damaged merchandise even though the damage was not apparent or discovered until after receipt of the items. 36. Late Shipments: Bidder is responsible to notify the City department receiving the items and the Purchasing Agent of any late or delayed shipments. The City reserves the right to cancel all or any part of an order if the shipment is not made as promised. 37. Document Ownership: (a) All technical documents and records originated or prepared pursuantto this contract, including papers, reports, charts, and computer programs, shall be delivered to and become the exclusive property of the City and may be copyrighted by the City. Bidder assigns all copyrights to City by undertaking this agreement. (b) All inventions, discoveries, enhancements, changes, or improvements of computer programs developed pursuaot to this contract shall be the property of the City, and all patents or copyrights shall be assigned to City, unless otherwise agreed. Bidder agrees that City may make modifications to computer software furnished by bidder without infringing bidder=s copyright or any license granted to City. 38. Advertisements, Product Endorsements: City employees and agencies or organizations funded by the City of Chula Vista are prohibited from making endorsements, either implied or direct, of commercial products or services without written approval of the City Manager. No bidder may represent that the City of Chula Vista has endorsed their product or service without the Purchasing Agent=s prior written approval. 39. City Provisions to Prevail: Except as indicated in the specifications, the City=s standard General Provisions shall govem any contract award. Any standard terms and conditions of bidder submitted by bidder shall not be acceptable to City unless expressly agreed to by the City. The City reserves the right to reject bidder=s bid as non-responsive, to consider the bid without bidder=s standard terms and conditions, or to require bidder to delete reference to such as a condition of evaluation or award of the bid. If, after award of contract, bidder (contract vendor) shall provide materials to services accompanied by new or additional standard terms or conditions, they too shall be considered void and City . may require deletion as a further condition of performance by vendor. To the extent not otherwise provided for by the contract documents, the California Commercial Code shall apply. 40. Invalid Provisions: In the event that anyone or more of the provisions of this agreement shall be found to be invalid, illegal or . unenforceable, the remaining provisions shall remain in effect and be enforceable. 41. AmendmentS and Modifications: The Purchasing Agent may at any time, by 'Written order, and without notice to the sureties, make a modification to the contract or an amendment to the Purchase Order, within the general scope of this contract, in (1) quantity of materials or service, whether more or less; (2) drawings, designs, or specifications, where the supplies to be furnished are to be specially manufactured for the City; (3) method of shipment orpacking; and (4) place of delivery. 'rf any such change causes an increase or decrease inthe cO,$t or the time requi;red for the performance of this . contract, an equitable adjustment shall be made by written modification of the contract or aroendment to the Purchase Order. Any claim by the bidder for adjustroent under this clause must be asserted within 3 0 calendar days 5-18 CITY OF CHULA VISTA BID NO. #3-06/07 Page 16 01Y OF CHUIA VlSfA from the notification date. 42. Assignment: Vendor shall not assign or delegate duties or responsibilities under this agreement, in whole or in part, without prior written approval of the City. 43. Disputes: Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by the Purchasing Agent, who shaIl reduce this decision to writing and mail a copy to the bidder. The decision of the Purchasing Agent shaIl be fInal and conclusive, unless bidderrequests mediation within ten (10) calendar days. Pending fmal decision of a dispute, the bidder shall proceed diligently with the performance of the contract and in accordance with the Purchasing Agent=s decision. 44. Mediation: Should an unresolved dispute arise out of this agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within thirty (30) days of a request. The mediator shaIl be agreed to by the mediating parties; in the absence of an agreement, the parties shaIl each submit one name from mediators listed by either the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shaIl be selected by a blindfold process. The cost of mediation shaIl be borne equally by both parties. Neither party shall be deemed the prevailing party. No party shall be permitted to iIIe a legal action without fIrst meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than sixty (60) days, unless the maximum time is extended by both parties. 45. Lawful Performance: Vendor shall abide by all Federal, State and Local Laws, Ordinances, Regulations, and Statutes as may be related to the performance of duties under this agreement. In addition, all applicable permits and licenses required shall be obtained by the vendor, at vendor=s sole expense. 46. Annual Appropriation of Funds: Multi-year term supply and service contracts and leases are subject to annual appropriation of funds by the City Council. Payments made under term contracts and leases are considered items of current expense. Purchase Orders are funded when issued; therefore, they are current expense items and are not subj ect to any subsequent appropriation of funds. In the .event sufficient funds are not appropriated for the payment of lease payments or anticipated term contract payments required to be paid in the next occurring lease or contract teon, and ifno funds are legaIly available from other sources, the lease or contract may be terminated at the end of the original term or renewal term and the City shaIl not be obligated to make further payments beyond the then current original or renewal teon, The City wiIl provide notice of its inability to continue the lease or contract at such time as the Purchasing Agentis aware of the non-appropriation of funds. However, failure to notify does not renew the term of the lease or contract. The City has no moneta.ry obligation in event of termination or reduction of a te~ contract since such contracts represent estimated quantities and are not funded as a contract except to the extep.t of the Purchase Orders issued. 5-19 CITY OF CHULA VISTA ~\f~ --- BID NO. #3-06/07 Page 17 01Y OF CHUlA VISTA 47. Debarment: The Purchasing Agent may recommend to the City Council that the person or business be debarred from consideration for award of contracts. The period of debarment will be contingent upon the severity of cause. Causes for debarment include: (a) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destmction of records, receiving stolen property, or other offense indicating a lack of business integrity or business honesty which directly affects responsibility as a City bidder. (b) Violation of contract provisions which is regarded by the Purchasing Agent to be so serious as to justify debarment action, including: (I) Deliberate failure without good cause to perform in accordance with the specifications or within the time limit provided in the contract; or (2) A recent record offailure to perform or of unsatisfactory performance in accordance with the terms of one or more contracts; (3) Two or more claims of computational error in bid submission within a two year period. (c) Debarment by another governmental entity. (d) Any other cause the Purchasing Agent deems to be so serious and compelling as to affect responsibility as a City bidder. A bidder may be permanently debarred for the following causes: (I) Collusion in bidding. (2) Conviction for commission of a criminal offense as an incident to obtaining or attempting to obtain a contract or subcontract with the City of Chula Vista or in the performance of such contract or subcontract. (3) Conviction under State or Federal antitrust statutes arising out of the submission of bids or proposals. 48. Termination: The City may terminate this agreement and be relieved of any consideration to the vendor should vendor fail to perform in the manner required. Furthermore, the City may terminate this agreement for any reason without penalty upon giving thirty (30) dsys written notice to the vendor. In the event of termination, the full extent of City liability shall be limited to an equitable adjustment and payment for materials and/or services authorized by and received to the satisfaction of the City prior to termination. 49. Venue: This agreement shall be governed by and interpreted according to the laws of the State ofCalifomia, and venue for any proceeding shall be in the County of San Diego. 5-20 CITY OF CHULA VISTA ~Ift.. --- BID NO. #3-06/07 Page 18 ~ OTY OF CHUIA VISTA ATTACHMENT "A" INSURANCE REQUIREMENTS 5-21 ~Vt.- -11- -- - -=-= CflY OF CHUlA VISTA #1 INSURANCE REQUIREMENTS FOR CONTRACTORS Contractor must procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under the contract and the results of that work by the Contractor, his agents, representatives, employees or subcontractors and provide documentation of same prior to commencement or work. The insurance must be maintained for the duration of the contract. Minimum Scope of Insurance Coverage must be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence Form CG0001) 2. Insurance Services Office Form Number CA 0001 covering Automobile Liability, code1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance Contractor must maintain limits no less than: 1. General Liability: (Including operations, products and completed operations, as applicable.) 2. Automobile Liability: 3. Workers' Compensation Employer's Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage. Statutory $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Contractor will provide a financial guarantee satisfactory to the City 1 5-22 guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Other Insurance Provisions The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: 1. The City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to liability arising out of automobiles owned, ieased, hired or borrowed by or on behalf of the contractor, where applicabie, and, with respect to liability arising out of work or operations performed by or on behalf of the contractor including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the contractor's insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products / Completed Operations coverage, and must not be contingent upon "contract". 2. The contractor's insurance coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the contractor and in no way relieves the contractor from Its responsibility to provide insurance. 3. Each insurance policy required by this clause must be endorsed to state that coverage will not be canceled by either party, except after thirty (30) days' prior written notice to the City by certified mail, return receipt requested. 4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. 5. . Contractor's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract. Acceptability of Insurers Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically' rated. 2 5-23 Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this ciause. The endorsements should be on insurance industry forms, provided those endorsements conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, inciuding endorsements evidencing the coverage required by these specifications. Subcontractors Contractor must inciude all subcontractors as insureds under its policies or furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors are subject to all of the requirements included in these specifications. 3 5-24 CITY OF CHULA VISTA ~lf? -(1- BID NO. #3-06/07 Page 19 01Y OF CHULA V1SfA ATTACHMENT "B" SAMPLE OF STANDARD TWO PARTY AGREEMENT WITH THE CITY OF CHULA VISTA. 5-25 Parties and Recital Page( s) 1 Agreement between City of Chula Vista and [Name ofConsultant]2 for [type of services, i.e., Sewer Consulting Services] This agreement ("Agreement,,)3, dated for the purposes ofreference ouly, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, Paragraph 3, and the entity indicated on the attached Exhibit A, Paragraph 4, as Consultant, whose business form is set forth on Exhibit A, Paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, Paragraph 6 ("Consultant"), and is made with reference to the following facts: Recitals4 Whereas, ; and, Whereas, ; and, Whereas, Consultant warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required of Consultant to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement; (End of Recitals. Next Page starts Obligatory Provisions.) 1. This page will need to be special for each contract. 2. Brackets are a prompt to imply that a substitution of information is called for. 3. Use this parenthetical technique to define terms or concepts to shorten references to them later in the Agreement. 4. Use the recitals to define terms or concepts to shorten references to them later in the Agreement. Ifproperty is involved in the agreement, a typical "whereas" clause may be included: "Whereas, the property which is the subject matter of this Agreement is commonly known as legally described as set forth in the attached Exhibit ("Property"); and," , and is 5-26 Page 1 Obligatory Provisions Pages NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties A. General Duties Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defmed Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 10(C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. E. Standard of Care Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under siri:Jilar conditions and in similar locations. 5-27 . Page 2 F. Insurance Consultant must procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under the contract and the results of that work by the Consultant, his agents, representatives, employees or subcontractors and provide documentation of same prior to commencement of work. The insurance must be maintained for the duration of the contract. Minimum Scope of Insurance Coverage must be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence Form CG0001). (2) Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). (3) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (4) Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability. Minimum Limits of Insurance Contractor must maintain limits no less than: 1. General Liability: (Including operations, products and completed operations, as applicable) 2. Automobile Liability: 3. Workers' Compensation Employer's Liability: 4. Professional Liability or Errors & Omissions Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage. Statutory $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee $1,000,000 each occurrence 5-28 Page 3 Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Other Insurance Provisions The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: (1) The City ofChula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the contractor's insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. (2) The Consultant's General Liability insurance coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the contractor and in no way relieves the contractor. from its responsibility to provide insurance. (3) The insurance policy required by this clause must be endorsed to state that coverage will not be canceled by either party, except after thirty (30) days' prior written notice to the City by certified mail, return receipt requested. (4) Coverage shall not extend to any indemnity coverage for the active negligence ofthe additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code, (5) Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract. lf General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made form: (1) The "Retro Date" mUst be shown, and must be before the date of the contract or the beginning ofthe contract work. 5-29 Page 4 (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract work. (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. (4) A copy of the claims reporting requirements must be submitted to the City for review. Acceptability of Insurers Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers ("LESLI") with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. Verification of Coverage Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. Subcontractors Consultants must include all subconsultants as insureds under its policies or furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants are subj ect to all of the requirements included in these specifications. G. Security for Performance (1) Performance Bond In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, btto://www.fins.treas.gov/c570, and whose . underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and whichalso satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be 5-30 Page 5 . accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Proj ect is located to issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Exhibit A, Paragraph 18. (2) Letter of Credit ill the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Exhibit A, Paragraph 18. (3) Other Security ill the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. H. Business License Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose ofreviewing the progress of the Defmed Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term of the agreement. ill addition thereto, City agrees to provide the information, data, items and m.aterials set forth on Exhibit A, Paragraph 9, and with the further understanding that delay in the provision of these materials beyond thirty (30) days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 17, but in no event more frequently than 5-31 Page 6 . monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a "checlanark" next to the appropriate arrangement, subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 11. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph l7(C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 12, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term This Agreement shall terminate when the Parties have complied with all executory provisions hereof. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in tiris Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the Consultant shall pay to the City, ot have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate"). Time extensions for delays beyond the Consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prim' to the expiration of the specified time. Extensions oftime, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 5-32 Page 7 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Econ6mic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or ifnone are specified, then as determined by the City Attorney. B. Decline to Participate Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's . economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultant's that may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of . ' 5-33 Page 8 any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 14. Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for twelve months thereafter. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution ofthe work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. With respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indenmify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. For those professionals who are required to be licensed by the state (e.g. architects and engineers), the following indemnification provisions should be utilized: 5-34 Page 9 (1) Indemnification and Hold Harmless Agreement With respect to any liability, including but not limited to claims asserted or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising out of any services performed involving this project, except liability for Professional Services covered under Section X.2, the Consultant agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, or employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. The Consultant's duty to indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligation and duties under Section Exhibit A to this Agreement. (2) Indemnification for Professional Services. As to the Consultant's professional obligation, work or services involving this Project, the Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorneys fees, losses or payments for injury to any person or property, caused directly or indirectly from the negligent acts, errors or omissions of the Consultant or Consultant's employees, agents or officers; provided, however, that the Consultant's duty to indemnify shall not include any claims or liability arising from the negligence or willful misconduct of the City, its agents, officers and employees. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option ofthe City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Terrnination, not to exceed the amounts payable hereunder, and less any damages caused City . by Consultant's breach. . 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant 5-35 Page 10 shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. lfthe Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 16 to the subconsultants identified thereat as "Permitted Subconsultants", 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subj ect to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as maybe limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13. Independent Contractor City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of city, and none of them shall be entitled to any benefits to which City employees are entitled . including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, 5-36 Page 11 social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought.. 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 17. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. . Consultant is Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 15 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson: Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. . C. Notices . All notices,p,emands or requests provided for or permitted to be given pursuant to this . Agreement must be in writing. All notices, demands and requests to be sent to any party shall be 5-37 Page 12 deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereofmay be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing LawNenue This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. (End of page. Next page is signature page.) 5-38 Page 13 Signature Page to Agreement between City of Chula Vista and [Name of Consultant] for IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: City of Chula Vista By: Stephen Padilla, Mayor Attest: Susan Bigelow, City Clerk Approved as to form: Ann Moore, City Attorney Dated: [Name of Consultant] By: [Name of Person, Title] By: [Name of Person, Title] Exhibit List to. Agreement : ( ) Exhibit A. 5-39 Page 14 Exhibit A to Agreement between City of Chula Vista and [Name of Consultant] 1. Effective Date of Agreement: 2. City-Related Entity: ( ) City of Chula Vista, a municipal chartered corporation of the State of California ( ) Redevelopment Agency of the City of Chu1a Vista, a political subdivision of the State of California ( ) Industrial Development Authority of the City of Chu1a Vista, a ( ) Other: , a [insert business form] ("City") 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership ( ) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: [Address] [City], California 9 Voice Phone: (619) Fax Phone: (619) 5-40 Page 15 7. General Duties:l 8. Scope of Work and Schedule: A. Detailed Scope ofWork:2 B. Date for Commencement of Consultant Services: ( ) Same as Effective Date of Agreement ( ) Other: C. Dates or Time Limits for Delivery of Deliver abies: Deliverable No.1: Deliverable No.2: Deliverable No.3: D. Date for completion of all Consultant services: 1. In a clear and straight forward fashion, describe what you want the Consultant to do on what project, or on what aspect of what project. E.g.: Consultant shall design a bridge across the Otay River at the point where Otay Valley Road crosses said river, which design shall be to the. specifications herein below provided or to standards set by the Public Works Director, and Consultant shall provide construction administration services if and when the bridge is eventually let for construction according to said design. 2. Do not include simply a letter or proposal from the consultant atthis point because it will probably contain gratuitous comments or references to duties that will contradict the obligatory proVisionsofthe standard agreement. List the detailed method by which you want the Consultant to accomplish the general duties. 5-41 Page 16 9. Materials Required to be Supplied by City to Consultant: 10. Compensation: A. ( ) Single Fixed Fee Arrangement.3 For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: , payable as follows: Milestone or Event or Deliverable Amount or Percent of Fixed Fee ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. ( ) Phased Fixed Fee Arrangement. For the performance of each phase or portion ofthe Defined Services by Consultant as are separately identified below, City shall pay the fixed fee associated with each phase of Services, 3. The difference between a single fixed fee amount with phased payments and a phased fixed fee amount is that, in a single fixed fee amount all of the work is required for all of the compensatioIl~ Payments are phased to help with consultant cash flow. In a phased fixed fee arrangement, the City has the authority to cancel or require performance under subsequent phases, so that the compensation is due just for the phase of work required, and not for the total amount.. 5-42 Page 17 in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase 1. 2. 3. Fee for Said Phase $ $ $ ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. ( ) Hourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours oftime spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule hereinbelow according to the following terms and conditions: (1) ( ) Not-to-Exceed Limitation on Time and Materials Arrangement Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $ including all Materials, and other "reimbursables" ("Maximum Compensation"). (2) ( ) Limitation without Further Authorization on Time and Materials Arrangement 5-43 Page 18 At such time as Consultant shall have incurred time and materials equal to ("Authorization Limit"), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. Category of Employee Rate Schedule4 Name of Consultant Hourly Rate $ $ $ $ $ ( ) Hourly rates may increase by 6% for services rendered after [month], 20-, if delay in providing services is caused by City. 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: ( ) None, the compensation includes all costs. Cost or Rate $ $ $ $ $ $ $ $ $ $ () Reports, not to exceed $ () Copies, not to exceed $ () Travel, not to exceed $ () Printing, not to exceed $ () Postage, not to exceed $ () Delivery, not to exceed $ () Long Distance Telephone Charges, not to exceed $ () Other Actual Identifiable Direct Costs: , not to exceed $ , not to exceed $ 4. This section should b~ completed in all cases--ifthe main compensation scheme is a "time and materials arrangement" or for the purposes of requiring Additional Services: .5-44 Page 19 12. Contract Administrators: City:5 Consultant:6 13. Liquidated Damages Rate: ( ) $ ( ) Other: per day. 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: ( ) Not Applicable. Not an FPPC Filer.? ( ) FPPC Filer ( ) Category No.1. Investments and sources of income. ( ) Category No.2. Interests in real property. ( ) Category No. 3. Investments, interest in real property and sources of income subject to the regulatory, permit or licensing authority of the department. ( ) Category No.4. Investments in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property. ( ) Category No. 5. Investments in business entities and sources of income ofthe type which, within the past two years, have contracted with the City of Chula Vista 5. Sample Completion: Marilyn Poseggi, Environmental Review Coordinator, Public Services Building, 276 Fourth Avenue, Chula Vista, CA 91910, (619) 691-5104. 6. Same as address etc. on Exh. A, p.1, plus name onead contact. 7. If Consultant, in the performance of its services under this agreement: (1) conducts research and arrives at conclusions with respect to its rendition of information, advice, recommendations or counsel independent ofthe control and direction of the City or of any City official, other than normal contract monitoring; and (2) possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendations or counsel, Consultant should not be designated as an FPPC Filer. Page 20 .5-45 (Redevelopment Agency) to provide services, supplies, materials, machinery or equipment. ( ) Category No. 6. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the designated employee's department to provide services, supplies, materials, machinery or equipment. ( ) Category No. 7. Business positions. ( ) List "Consultant Associates" interests in real property within 2 radial miles of Project Property, if any: 15. ( ) Consultant is Real Estate Broker and/or Salesman 16. Permitted Subconsultants: 17. Bill Processing: A. Consultant's Billing to be submitted for the following period oftime: ( ) Monthly ( ) Quarterly ( ) Other: B. Day of the Period for submission of Consultant's Billing: ( ) First of the Month ( ) 15th Day of each Month ( ) End of the Month ( ) Other: C. City's Account Number: 5-46 Page 21 18. Security for Performance ( ) Performance Bond, $ ( ) Letter of Credit, $ ( ) Other Security: Type: Amount: $ ( ) Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: ( ) Retention Percentage: ( ) Retention Amount: $ % Retention Release Event: ( ) Completion of All Consultant Services ( ) Other: J:\Attomey\CINDYMc\2PTY14 Consultant Ins Rev 9 2106 (FINAL).doc Page 22 5-47 PROOF OF PUBLICATION (2015.5 C.C.P) STATE OF CALIFORNIA, County of San Diego: I am a citizen of the United States and a resident of the county aforesaid; I am over the age of eighteen years, and not a party to or interested in the above-entitled malter. I am the principle clerk of the printer of THE STAR-NEWS, a newspaper of general circulation, published ONCE WEEKLY in the city of CHULA VISTA and the South Bay Judicial District, County of San Diego, which newspaper has been adjudged a newspaper of general circulation by the Superior Court of the County of San Diego, State of California, under the date of January 18, 1973, Case Number 71752; that the notice, of which the annexed is a printed copy (set in type not smailer than non- pareil), has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: 4/6 ail in the year 2007. I certify (or declare) under penalty of perjury that the foregoing is true and correct. Dated at Chula Vista, California 91910 this 6th day of April 2007. Signature ~~ PRINCIP ERK 5-48 ,~ ;."". -i.. '.'", ,..., r....~ '7 I." .\;J .'.f': ''" iI '. This space is for the County Clerk's filing stamp. i1 Proof of Publication of CV27413 RFP 3-06/07 CITY OFcIjULA VISTA .' REQUEST FOR . ..... 'PROPO$AL. . VIOEoTAPINQ,SERVICES " FOI! ~,CHUIAVlSTA CITY COU/fCII.IETINGS .FQR1EI.EVlSINI! ". NOTlOEls HEREBY GIV- EN TIlAT IHEdJITY OF. CIlutAVlS1AWIII.ieCeiw. ' sUleltblds"llJr'.........n. ! i~6erviGes'lor.~-iiiWia1 :VIsta CitY"CijijQCiGMeet- ~!~.:' 'MctItlfts .may.'1>e"r..b- .~!froni'~:PIIiClias- ' iI!lI.DNisioiilFiri'ant:8lle- ~, mfGurt/lAve- _;" 'Chufal'cllisto,.' rCA' ilt9:111.'.".\IIllS,,'wiQ.IJe ::.e~~~;IIc P;M." ~..,,:'~..1a,. -",'~ . . ~'.I Rfp #a.a6toi: .1 Suzarmellr",*, Pun:haslng J\geIIl CV27M3 ... "4{8Ill7 5-49 p-"'!:IBob Hoffman ~VIDEO PRODUCTIONS Ms. Suzanne Brooks City of Chula Vista Purchasing Division, Finance Dept. 276 Fourth Avenue Chula Vista, CA 91910 April 17, 2007 Dear Ms. Brooks, Thank you for the opportunity to submit a proposal to you for the video production services contract. I am very excited about the opportunity of continuing our business relationship with the City of Chula Vista. As you may be aware, we have been providing video production services to the City of Chula Vista for the past nine years. During that time, we have reliably and dependably provided coverage of over 400 City Council meetings as well as coverage of numerous other meetings and city events. We have also produced broadcast quality productions for various city departments as well as productions for many other government agencies throughout San Diego County. Thank you again for giving us the opportunity to submit a proposal for your consideration. Bob Hoffman Video Productions has the skill and the experience to continue meeting and exceeding the City of Chula Vista's video production needs. In addition, I hope we can be a resource to your city as consultants on all matters that relate to video production, photography, multi-media and streaming media. Sincerely, ttJ~ Bob Hoffman Owner, Bob Hoffman Video Productions 4805 Mercury Street, Suite L, San Diego, CA 92111 TEL (858) 576-0046 FAA (858) 576-0117 www.bob.W~~nVideo.com 2 ~BobHoffman L.1VIDEO PRODUCTIONS Table of Contents A. Minimum Requirements....... ......... ....................................................4 B. Additional Issues for Discussion .......................................................5 Financial Proposal. ....... ....................... ................. ......... ... ... ........ ......... 7 Concluding Statement. ......... ......... ... .... ........ .... ...... ........ ............ ....... ....8 Letter of Reference....... ........ ............ ......................... ....... ................. ...9 Business Liability Insurance Documentation.........................................11 Worker's Compensation Insurance Documentation................................12 Sample DVD............................. ............... ....................... ........ ..Exhibit A 4805 Mercury Street, Suite L, San Diego, CA 92111 TEL (858) 576-0046 FAX (858) 576-0117 www.bobhoffmanvideo.com 5-51 3 ~Bob Hoffman ~VIDEO PRODUCTIONS PROPOSAL REQUIREMENTS A. Minimum requirements: Bob Hoffman Video Productions agrees to meet all the minimum requirements detailed in Bid No. #3-06/07 and provide the additional enhanced services indicated in italics. 1. Finished product: Bob Hoffman Video Productions (BHVP) agrees to use the City's provided equipment to record DVDs, Super VHS or VHS tapes and digital DV master tapes of scheduled City Council meetings and additional special meetings and workshops. Copies will be provided to the City the evening of the meeting or by 8a.m. the day following the meeting. We also agree to have additional equipment available on an as needed basis to record media copies in broadcast standard formats of BetaCam SP, DVCPro and misc. computer formats, such as QuickTime and Windows Media. 2. Minimum staff: We agree to always provide a minimum staff of two experienced and qualified staff members to operate the equipment, cameras and graphics equipment. One employee will be designated the technical director. In addition, BHVP agrees to maintain a back-up staff of additional qualified staff members to be available in the event of an unscheduled meeting or other unanticipated event. 3. Character generation: BHVP will provide character generation to identify speakers and items being discussed throughout the meetings. BHVP will also display opening titles, closing credits and the City logo when appropriate. In addition, we offer to produce and edit an "opening title segmenf' to be included at the beginning of each City Council Meeting. This montage of graphics and scenic Chula Vista shots would provide a professional start to each council meeting video. We agree to update this montage at least once each year for the term of the contract. 4. Insurance: BHVP currently has in force (and on file with the City of Chula Vista) all required insurance including Commercial General Liability insurance and Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage as stipulated in sections "a" and "b." (See Attachments) 4805 Mercury Street, Suite L, San Diego, CA 92111 TEL (858) 576-0046 FAX (858) 576-0117 www.bobhoffmanvideo.com 5-52 4 ~Bob Hoffman ~V/DEO PRODUCTIONS B. Additional issues for discussion: 1. Term of proposed agreement/contract. BHVP is agreeable to a contract term of five (5) years commencing on July 1, 2007 and to include (5) five (1) one years options to renew the contract as proposed in BID NO. #3-06/07. 2. Background and/or experience of proposer and on-site staff. Bob Hoffman Video Productions is a veteran production company, in business in San Diego since 1983. Since then we have worked hard to earn a reputation for cutting edge creative and affordable video production, DVD authoring and multi- media. We pride ourselves in providing outstanding quality and service to every customer. Our Kearny Mesa business office houses four editing suites, production space as well as in-house VHS and DVD duplication facilities. Our current staff of nine includes full time videographers, editors and customer support employees. Highlights of our nearly twenty-four years in business include: . Numerous local and national awards including twelve "Telly Awards." . Two local "Emmy" nominations. . Awarded "San Diego Small Business of the Month" by proclamation of Mayor of San Diego, May 1996. Award for outstanding service to the San Diego Community. . We have produced, many programs and commercials televised throughout the U.S. including producing, shooting and editing over 140 half-hour programs for KNSD 7/39. . Our recent corporate clients include LG Electronics, the Korean phone and appliance manufacturer. CompassLearning, a San Diego based educational software provider. WD40, lubrication designer and manufacturer and Wells Fargo Auto Finance. . We have produced programs for many government agencies in Southern California including The City of San Diego, The County of San Diego, The City of Chula Vista, The City of Imperial Beach, The City of Solana Beach, Sweetwater Authority, The Imperial Valley Irrigation District, The Poway School District and the Sweetwater School District. 4805 Mercury Street, Suite L, San Diego, CA 92111 TEL (858) 576-0046 FAX (858) 576-0117 www.bOb~o.!.~~nvideo.com 5 p-"qBob Hoffman ~VIDEO PRODUCTIONS Since winning the contract to record Chula Vista City Council meetings in 1998 we have produced over 400 City Council meetings for the City of Chula Vista. In addition, over the past 9 years we have recorded numerous other events, workshops, State of the City addresses and related meetings for the City of Chula Vista. Since 2006 we have also been recording the Chula Vista Redevelopment Committee meetings and are contracted to continue recording those meetings for at least 5 more years. In addition to our experience in Chula Vista, we also have a contract with The City of Solana Beach to record their council meetings. The current technical director assigned to the Chula Vista council meetings has approximately 5 years of experience in that role. The assistant director/graphics operator has approximately 2 years of experience producing the Chula Vista meetings. 3. Proposer's experience in similar operations: As stated elsewhere in this document, BHVP is very experienced in the production of similar "live switched" multi-camera video productions. We specialize in cost effective multi-camera productions. In addition to the production services we provide to various southern California governmental agencies, we also produce 75-100 additional live-recorded video productions each year, recorded at locations throughout San Diego County. See exhibit "A". In the event that the City of Chula Vista needs additional production services for any other meetings, events or workshops, whether in the council chambers or elsewhere, we are prepared to cost effectively provide the video production, still photography and related media services. 4. References. Over the past 9 years BHVP has professionally and reliably provided the services requested by the City of Chula Vista. We feel very confident that the numerous city staff members that we have come into contact with over that time can attest to our ability to continue to successfully meet and exceed the level of service required by the city. In addition, if the need arises in the future, we can provide a wide range of additional services. Please see attached reference letter. 4805 Mercury Street, Suite L, San Diego, CA 92111 TEL (858) 576-0046 FAX (858) 576-0117 www.bob.W.!!~tnVideo.com 6 ~BobHoffman L.1VIDEO PRODUCTIONS 5. Financial standing of the proposer. BHVP has been serving clients in San Diego County since 1983 and we are in excellent financial standing. We have been consistently rated by. the San Diego Business Journal as one of the top ten video production companies in the county. We are Dun & Bradstreet rated (#85-944-1990). 6. Statement that proposer is an Equal Opportunity Employer. Bob Hoffman Video Productions is an equal opportunity employer. We consider applicants for all positions without regard to race, color, religion, sex, national origin, age, marital status or the presence of a disability, which would not prevent the performance of essential job duties with or without reasonable accommodation of any other protective status. 7. Describe financial proposal. a. Cost for the first four hours or less of meeting (length determined from the scheduled start time until adjournment): $450. Each additional hour or part thereoftor meetings lasting longer than four hours: $100. b. Media costs: Video recording media is available at a variety of different quality and cost levels. For any media provided by Bob Hoffman Video we propose to charge our cost plus 15%. Sample current prices for various different media are provided for comparison: DVD: $0.35-1.75 Mini DVD: $0.69-3.99 Mini DV 60: $3.10-3.28 DV 276: $21.84-39.10 VHS T120: $1.35-3.35 Since this is a multi-year contract with costs dependant on economic factors outside the control of BHVP, we propose that the contract include a provision to adjust the cost by a factor equal to the consumer price index (CPI) for San Diego County but not to exceed 3% annually. 4805 Mercury Street, Suite L, San Diego, CA 92111 TEL (858) 576-0046 FAX (858) 576-0117 www.bObtg.~rvideo.com 7 ~Bob Hoffman t.,lVIDEO PRODUCTIONS Concluding Statement Bob Hoffman Video Productions is very eager to continue it's long-standing business relationship with The City of Chula Vista. We have extensive experience recording multi-camera "live switched" video productions including 9 years of experience recording meetings for The City of Chula Vista. In addition to recording city council meetings we are currently recording the Chula Vista Redevelopment Committee meetings and are under contract to record those meetings through at least 2011. BHVP is offering to meet all of the minimum requirements requested by The City of Chula Vista and offering to enhance those services by: 1. Providing video duplication and transfer services for video formats not supported by Chula Vista's own equipment. 2. Providing qualified "back-up" staff in the event of unscheduled meetings or unanticipated events. 3. BHVP is offering to enhance the current production standard to include a newly created custom Chula Vista opening montage of scenic shots and graphics. In addition we are offering to revise and update the opening at least once each year of the contract. 4. Continuing to provide occasional assistance, trouble shooting and consulting services at little or no cost to the city. BHVP is ideally suited to continue providing productions services to Chula Vista because we already meet all the City's insurance and employment requirements, we have the experience and expertise required and we have demonstrated that we can consistently meet your production needs. Furthermore we are offering to continue to provide those services at a fair and reasonable fee that is unchanged from the rate that we established in December 2005. 4805 Mercury Street, Suite L, San Diego, CA 92111 TEL (858) 576-0046 FAX (858) 576-0117 www.bobtg>!!~~nvideo.com 8 LAw OFFICES OF JOHN M. PRESTON A PROFESSIONAL CORPORATION Locations Throughout California (800) 698 - 6918 FAX: (858) 675 - 4045 April 18, 2007 Re: Letter of Recommendation Bob Hoffman To Whom It May Concern: I understand that afavorite vendor of mine, Bob Hoffman, is being consideredfor contract renewal. Bob asked me to write a letter of recommendation on his behalf and I am absolutely delighted to do so. I first met Bob about three years ago when I interviewed him in an effort to decide whether or not to hire Bob Hoffman Video to record our presentations. We had used two videographers before Bob and we were extremely disappointed with the results. Hoping to eliminate similar problems from occurring in the future, I was very candid and specific about these disappointments with Bob during our interview. I remember being impressed with how carefully Bob listened, clarified issues, and took notes. Without discrediting his competition, Bob ensured me I would receive much better service from his company. To the credit of Bob and his crew they have under promised and over delivered In fact, Bob's careful attention to detail has saved us from embarrassing situations on more than one occasion. Since our first encounter, the scope and volume of work that Bob Hoffman Video does for us has increased dramatically. Initially, they were to video tape an occasional public presentation. However, because of their talents and dependability they now record and edit all of our quarterly client workshops, public presentations, marketing programs and promotional pieces. With over twenty thousand clients our image and reputation means everything to us. Bob has continually made us look good and has enhanced both our image and reputation in the eyes of our clients. 5-57 From my observations I have concluded that Bob not only possesses all the basic qualities of a successful videographer and business owner, but he continues to develop them in sprite of his demanding schedule. But Bob's attributes go beyond the basics. First, he is exceptionally self-motivated and appropriately ambitious. Second, Bob is also one of the most unfailingly pleasant people I know. In the time I have known him I have never encountered Bob without a kind word or encouraging remark. He remains upbeat and positive even in the face of all the numerous challenges his busy life has provided Finally, and perhaps most important, Bob is a man of absolute integrity. At a time when integrity and honesty are at a low ebb in the world, Bob has proven worthy of my absolute and unequivocal trust. In short, I am pleased to recommend Bob with great enthusiasm and without reservation. If I may respond to any questions you might have about Bob, pleasefeelfree to give me a call at (800) 698-6918. Sincerely, Ken Wilson Chief Financial Office Law Offices of John M Preston, A.P. C. 5-58 ~BobHoffman L.1VIDEO PRODUC TIONS ACORD" CERTIFICATE OF LIABILITY INSURANCE o.o,rE(UMlDQlVYVYj 04i17/2007 IS CERTIFICATE IS ISSUED MATTER OF IN RMATlON ONL V AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR R TH 0 G AFFO T P leI W. ....OOUCl!'.. WM F BUELL INC 621 E PARK AVE U8ERTYV]LLE, IL 60048 (888) 661-3938 X0212 882 i INSURERS AFFORDING COVERAGE : 1N.,,>IIRFflA-TRAVELERS PROPERTY CASUlolnCOI,IPANVOF.MERICA INSlIRF R fl 1'1110 Tl'IAVELERS lNDEM/IIITV COMPANY OF CONNECTICUT INSUR!:RC IN~llflFR 0 NAle# INSURED BOB HOFFMAN DBA 806 HOFFMAN VIDEO l='ROOUCTIONS 4805 MERCURY STREET SAN DIEGO. CA 9211 1 IN::;UHEHI COVERAGES THE P{"-.ICIES Of INSlIRANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUPEO NAMED ABOVE FOP THE Pa"ICY PERIOD INDICATED NOTWITHSTANDING ANY P[QUlflFMfNl Tff1M Of~ CONDITION OF ANY CONTRACT on OlliFF! OOCllMfNT WfTf.I RfSPfO TO WHICH THIS CERTIFICATF MAY BF ISSlIFl) OR MAY f'lI-lIAIN IHf ~UHANC~. AHORDfD B'r Hit POUCIES DEseRIS!:O HEREIN IS SUBJECI TO ALL IHE IERMS EXCLUSIONS A.ND CONOIIIQNS m SUGli 1'011(,;1(;; AGGRH;,I,ll LlMlr..,; SHOWN MAY HAVE BEEN REDIJCED8Y PAID CLAIMS INSR ADD" POUO;:Y ~f'l'I'fo;:-nV! P~T~V~~~~,N' nPEOFINSURANCE POlIO;:YmJ"I!E~ " MIAr O/Y """" B X ~ENl!R"'LLI"'BI!P 680-8572H882.07 03111/2007 03111/2008 f-~W.8f%A:J%fEb' lLPoo,OOO Xp7RtIAl.(HIF.RAlllA841ITY $300,000 (,A1r.tSMAIlt OOllCCIIJ1 -" ~ H~~!:,.~.'!..'.~.____ MEDE)lPIAn <:na ~" $5000 I PERSON.... Vltu'RV 1 000 000 X IQIOW>lW><IIO I _ _~2,QOO,OO() iGf./'EH&.~GArE. ~11 AG,.nr('n'~:Pn~PI:fI I LJ:'f:flQ~T;'!.~,)I'/AC.G $2,000,000 X I'IJ1KY ,JH'I 11.0C , AUTOlolO81LEUA61un cot.lBlNEDSlNGlEUMIT I IE~~<uh",U "--- "~---- SAt~Yo\lI!O --~.- AlJOWNE{)AIIT<IS ~)()lliINJUnY ~~_____U__"__ ~sr.HHJlllf'I!""I()~ ( 'poll"""') - ---1 HlflCOAUf'-"" I!OOllYINJIJRY W..aocmrfl S , ---1 tnnr'WIIU) AIII<'~ , ! -+- :~~rf~f S , <:iAFlA<:iI!:LIUtlln A.IlTOONIY.F"AC(;IOFNT S I :=]"''''11<111<' , Z~~,~)~~ ~... ACC S A ' e.CESSUM~RELLA ll"IlILITY CUP-8572HBB2-07 03i1112007 03/11/2008 fA(:HO<:C1~Rf.ur;f $1.000000 txJ (1l CUP 0, I MMb MiliA : ~.iC'il~~,"'t.(. S 1 OOO,OOQ "--------- """ S ---.---..--"- ~:'rn"""" s X PHElInOl' $0 S WORKERSO;:OM~ENS,l,TIONANO ._._J.J.~~.r.l!lJ!ff~l_.i~ t:----~-- EMPI.OYERS'L....B!lITY fl.fACH^CClOHIT i"IJVf'f'Of'Rlf.rofl.f'Af'm~H'EXfClI!lVI- i()H'CI'H,'~"MIIFR UCl(lOCIV ~ L DISf'ASf .EAfMf'tQYFf S Ii Rp;?:,~J"I;!W;;,~~~{,<; !.>I<>i; fL OlSf.....'lE.POUCYLIMlT S IO~'" , DESO;:R1PTION <W OPERATIONS LOCATlONS.VEHJCLEStEXCLUSlONSAO(IEOBYENOOFlSEMENT..SPEo;:IALPFlOVlSIONS CERTIFICATE HOLDER IS NAMED ADDITIONAL INSURED. DESIGNATED PERSON/ORGANIZATION CERTIFICATE HOLDER I CANCELLATION CITY OF CHULA VISTA ATTN. PURCHA.SING DEPT 276 4TH AVE CHULA VISTA. CA 91910 SiolOULD ANY <WTI-lE ABOVE Dll;SCRIIUl POI.JCII!S II! CANCI!:Lf.m ft~OIlE T101E EXPIFlATION OATe THERliI:OF. THE lSSUlNG !"!WIlIEFI WILL ENDEAVOR TO UoI.ll. JJL_ t}Ayg WRITTEN NOTlCi: TO TiolE Cl!:lfI'Il'1o::1lTE HOLt:II'!FI NAMED TO THE LEFT, BUT >'AILURI!' TO DO so StlAlJ. ~POSE NO OlIUC.ATlON OR UA81LITY OF ANY KIND UPON THE INSUFlER. rT$ AGol:NfS,Oll AeP'FIIESENTilTIvE;S AUTHOFllZEDREPFlESENTATIvt: L- ACORD 25 (2001/08) CORDCORPORA~ON1~ 4805 Mercury Street, Suite L, San Diego, CA 92111 TEL (858) 576-0046 FAX (858) 576-0117 www.bOb%o.!.f~~nVideo.com 11 ~BobHoffman ~VIDEO PRODUCTIONS ACORQ. CERTIFICATE OF LIABILITY INSURANCE I DATI:(MMIIKlIYYYY) 04/16/2007 PROOUC~ (619)584.6400 FAX (619)584-642.5 THIS CI!RTlFICAT! IS ISSUED AS A MA n=R OF INFORMA. noN westland Insurance Brokers ONI. Y AND CONFERS NO RIGHTS UPON THE CERnFlCATE 3838 Camino Del Rio North '315 HOLDER. THIS CERTlFIC~~r DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE A ORDED BY ntE POUCIES BEl.OW. P.O. Box 85481 SalT Diego, CA 92186-5481 INSURERS AFFORDING COVERAGE NAIC# lNllURftI Sob Hoffma.n vld""o prOductions IlIlSURllRAc Everest National Insurance Co 4805 Mercury St IL :NSUREA!I; San Diego, CA gnll rNSU~C I~RERD INSlJRERE V A S Tl1E POLICIES OF IN$URANCE 1.1STED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABove FOR THe POLICY PERIOD INDICATED. NOl1NlTHSTANOING ANY REQUIREMENT, It;RM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT'NlTH RESPECT TO 1MiICH Tl-llS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY mE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCII!S. AGGREGATE LIMITS SHOWN MAY HAVE 8EEN REOUCI!O bY MID CLAIMS, ,- .. TVl"tIOFINiURANCE ~UCYNUMBER I'CLICYl:iFl'1i .. .M UMIT:S ~w,,= ;ACHOCCURA~eE . COMMERCIALGEl'lERALLlAIlII.ITY . REN'T'EC . I C~'M' """ 0 0"''" I hlecfXP{""'r_F...."") . PERSONAl. & AOV IWJiJRY . GENEl'lALAGGAlOGATt . ~'LAGGRE(.ATE LIMIT AP~SIPER: I PRODUCTS. COMf'IOr' Aoo . , PO~IC'r' r! irBi Loe ~OIKlIllIUi!UAItlUlY COMBINIiiOSlNGLellMlT . (c.'""IOIll51\l ~ ANYAIJTO ~ ALL OWNECAUToe ImDlLY1NJURY (1'tIr~1 . I- SCHl:DULfOAIJTO~ I- IolIREDAUTOS aoDlL'l'tNJUIO" . NON.OWNEOAI.;T03 ! i (P'erllOl\l<klnt) I ~ ! ~ i PROPERTYOM.tAGE . , ("-r~ T ~RAGeUAllIUTY ! AIJTt)ONLV-EAACC10EN"I' . ! AI'ffAUW OTl1!!RTIVoN iA"'CO . AUTOONl.'f: .0. . OE:lSilJMIl"E.lLA UABIUTY fACJo10CCUAAENCE . OCCUR OCl.J'JMSMAOE AGGRIiGATE . , i I=i O;:OUCTlBLE . I . ! RETENflON . . WORIC!:RS COIlPl!:N.SA nON AND 6200000006071 01/01/2007 01/01/2008 X STATU- on> IA EMPLOYERS' UABIUTY E.LiAC'IACClDIiNT . I,OOG,OOl I\NYPRDPl\(ETOIlII'ART~ERlEXEClJTlVE O~~ICER.''''EMlIER EXCLUDED? f:1..0i6EA8E-eAeM~OYI;I 1 1 oao~ ~~~~tt.i~vfs16.~~ beKJw E.1.. DISEASE" POUCY LIMIT . 10000 OTHER i I I R'fRJIITlON OF OPeRATIONS I LOCATION!!I VEHICLfSJUCLUSlON!! AODeD ~ ENDOR!!EM~f'PectAlIl'ltOVlSlOfl' IDENCE OF INSURANCE ~10 DAYS NOTICE OF CANCELLATION FOR NON PAYI'IENT Of POWU" CE C HOLDER C NCELL liON CITY OF (HULA VISTA 276 - 4TH AVE CHULA VISTA, CA 9lglO SHOULOANY01= tME ABOVE IlEIICIUBBJ l'OUClI!:!J 8l! CANCIl.LlIO.llJIOAll lIoIl! ~RATION OA'nlTMIIRllOF, TIlE!lsaUlNG INlIURERWlLLE!NDE.l.VOR'tO MAR. "'30 DA."WRlTmt NO'11Cl!1'O THE. CI!.lt1II'ICAT! HOlD!!R NAMl!D TO ne lZI'T. BUT FAILUIlETO MAlL SUCH NOTlC!!:stlALL lMl"OlIE NOOIlUGA'tlON OR ~81LI"lY OF ANY KIND UPON TWi INBlIJUiR, ITS AGENT!! OR REPRl<Sl<IITATlVU. AUTHORIZl!DREP~NTAT1Vl! r/. / Ja~k land~rs CAROlR ACORO 2~ (2001/081 FAX: (858)576-0117 @ACORDCORPORATION1988 4805 Mercury Street, Suite L, San Diego, CA 92111 TEL (858) 576-0046 FAX (858) 576-0117 WWW.bob.5.>.!.f~BnVideo.com 12 Parties and Recital Page( s) Agreement between City of Chula Vista and Bob Hoffman Video Productions. for Videotaping City Council Meetings This agreement ("Agreement"), dated July L 2007 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, Paragraph 3, and the entity indicated on the attached Exhibit A, Paragraph 4, as Consultant, whose business form is set forth on Exhibit A, Paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, Paragraph 6 ("Consultant"), and is made with reference to the following facts : Whereas, the City of Chula Vista has been taping City Council meetings for televising on cable television since January 1988. It is one of the most effective tools for enhancing public access to the Council's discussions and actions. It is the intention of the City that the term of this agreement will be for five (5) years commencing on July 1,2007 and to include five (5) one (1) year options to renew the contract. Vendor will receive serious consideration for the City's other video production projects such as the Mayor's State of the City Address; and, Whereas, the Chula Vista City Council holds regular meetings at 4 p.m. on the first Tuesday of each month and at 6 p.m. on the three successive Tuesday of each month. Because of the observation of certain holidays and the calling of special meetings, i.e., council workshops, the yearly number of televised meetings ranges from 42 to 52. The length of the meetings can vary greatly - from less than one hour to more than six hours; and, Whereas, the Council Chambers have been equipped with the following equipment: one video mixer, four cameras, four pan/tilt, one pan/tilt controller, one computer system, one character generator, nine monitors, one DVD recorder, one processing board, one touch panel, and one logo inserter; and, Whereas, Consultant warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required of Consultant to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement; 5-61 Page 1 Obligatory Provisions Pages NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties A. General Duties Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defmed Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph IO(e), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. E. Standard of Care Consultant, in performing any Services under this agreement,. whether Defmed Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. 5-62 Page 2 F. Insurance Consultant must procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under the contract and the results of that work by the Consultant, his agents, representatives, employees or subcontractors and provide documentation of same prior to commencement of work. The insurance must be maintained for the duration of the contract. Minimum Scope of Insurance Coverage must be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence Form CG0001). (2) Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). (3) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (4) Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability . Minimum Limits of Insurance Contractor must maintain limits no less than: 1. General Liability: (Including operations, products and completed operations, as applicable) 2. Automobile Liability: 3. Workers' Compensation Employer's Liability: 4. Professional Errors & Liability: Liability or Omissions $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage. Statutory $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee $1,000,000 each occurrence 5-63 Page 3 Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Other Insurance Provisions The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: (1) The City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf oithe Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the contractor's insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. (2) The Consultant's General Liability insurance coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. (3) The insurance policy required by this clause must be endorsed to state that coverage will not be canceled by either party, except after thirty (30) days' prior written notice to the City by certified mail, return receipt requested. (4) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnifY the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. (5) Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made form: (1) The "Retro Date" must be shown, and must be before the date of the contract or the beginning of the contract work. 5-64 Page 4 (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract work. (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. (4) A copy of the claims reporting requirements must be submitted to the City for review. Acceptability of Insurers Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers ("LESLI") with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. Verification of Coverage Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work co=ences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. Subcontractors Consultants must include all subconsultants as insureds under its policies or furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants are subject to all of the requirements included in these specifications. G. Security for Performance (1) Performance Bond In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space i=ediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, htto;ffwww.fms.treas,govfc570, and whose underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and 5-65 Page 5 which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Exhibit A, Paragraph 18. (2) Letter of Credit In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Exhibit A, Paragraph 18. (3) Other Security In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. H. Business License Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term of the agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 9, and with the further understanding that delay in the provision of these materials beyond thirty (30) days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation .5-66 Page 6 Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 17, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph II. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 17(C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 12, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term This Agreement shall terminate when the Parties have complied with all executory provisions hereof. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defmed Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the Consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate"). Time extensions for delays beyond the Consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect 5-67 Page 7 of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. B. Decline to Participate Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultant's that may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests 5-68 Page 8 Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defmed Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defmed Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 14. Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for twelve months thereafter. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or fIrms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. With respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall 5-69 Page 9 not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. For those professionals who are required to be licensed by the state (e.g. architects, landscape architects, surveyors and engineers), the following indemnification provisions should be utilized: (1) Indemnification and Hold Harmless Agreement With respect to any liability, including but not limited to claims asserted or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising out of any services performed involving this project, except liability for Professional Services covered under Section 7.2, the Consultant agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, or employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. The Consultant's duty to indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligation and duties under Section Exhibit A to this Agreement. (2) Indemnification for Professional Services. As to the Consultant's professional obligation, work or services involving this Project, the Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorneys fees, that arise out of, or pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant and its agents in the performance of services under this agreement, but this indemnity does not apply liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by City or the agents, servants, or independent contractors who are directly responsible to City, or arising from the active negligence of City. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice 5-70 Page 10 of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifYing the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or notation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defmed Services identified in Exhibit A, Paragraph 16 to the subconsultants identified thereat as "Permitted Subconsultants", 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subj ect to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13. Independent Contractor 5-71 Page 11 City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out ofthis agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 15. Attomey's Fees Should a dispute arising out of this Agreemtlnt result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 17. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman 5-72 Page 12 If the box on Exhibit A, Paragraph 15 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither. Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions !;lave been taken so as to enable it to enter into this Agreement. F. Governing LawIVenue This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City ofChula Vista. 5-73 Page 13 Signature Page to Agreement between City of Chula Vista and Bob Hoffman Video Productions for videotaping City Council meetings for televising IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: City of Chula Vista By: Cheryl Cox, Mayor Attest: Susan Bigelow, City Clerk Approved as to form: Ann Moore, City Attorney Dated: Bob Hoffman Video Productions By:l(6t-+ ~ [Name ofPers e] OiD-t-u4- By: [Name of Person, Title] Exhibit List to Agreement 5-74 Page 14 ( x ) Exhibit A. Exhibit A to Agreement between City of Chula Vista and Bob Hoffman Video Productions 1. Effective Date of Agreement: Julv L 2007 2. City-Related Entity: ( X)City of Chula Vista, a municipal chartered corporation of the State of California ( ) Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of California ( ) Industrial Development Authority of the City of Chula Vista, a ( ) Other: , a [insert business form] ("City") 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: Bob Hoffman Video Productions 5. Business Form of Consultant: (X ) Sole Proprietorship ( ) Partnership ( ) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 4805 Mercury Street, Suite L San Diego, California 92111 Voice Phone: (858) 576-0046 5-75 Page 15 Fax Phone: (858) 576-0117 7. General Duties: Consultant shall provide videotaping services of the Chula Vista City Council meetings for televising purposes and will provided DVD finished product copies as well as mini DVD. 8. Scope of Work and Schedule: A. Detailed Scope of Work: Consultant shall provide and produce two (2) DVD copies and one (1) mini DVD for use on the City's playback equipment of City Council meetings and Redevelopment Agency meetings regularly scheduled on the fIrst four Tuesdays of every month and occasional special meetings or workshops. Copies are to be provided to the City the evening of the meeting or by 8 a.m. the day following the meeting. Consultant shall provide two experienced staff members to operate the equipment, cameras and generate graphics are required, with one being a technical director. Consultant shall use character generation to identify speakers and items being discussed throughout the meetings which may require one hour CG input prior to meetings. Agenda is provided by the City prior to the meeting. City logo along with CG will be displayed during meetings. On occasion, run various public service announcements provided by the City. List credits at the end of the televised meeting including the City of Chula Vista, and, if desired, the company. B. Date for Commencement of Consultant Services: ( X ) Same as Effective Date of Agreement ( ) Other: C. Dates or Time Limits for Delivery of Deliver abies: Deliverable No. I: Finished product to be delivered to the City the evening of the meeting or by 8 a.m. the day following the meeting. Deliverable No.2: Deliverable No.3: 5-76 Page 16 D. Date for completion of all Consultant services: Five (5) years effective July 1,2007 with five (5) one (1) year options to renew at the City's sole discretion. 9. Materials Required to be Supplied by City to Consultant: For production of City Council meetings, the following equipment is provided in Council Chambers: one video mixer, four cameras, four pan/tilt devices, one pan/tilt controller, one computer system, one character generator, nine monitors, one DVD recorder, one processing board, one touch panel, and one logo inserter. 10. Compensation: A. ( ) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: , payable as follows: Milestone or Event or Deliverable Amount or Percent of Fixed Fee ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. ( ) Phased Fixed Fee Arrangement. 5-77 Page 17 For the performance of each phase or portion of the Defmed Services by Consultant as are separately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase 1. 2. 3. Fee for Said Phase $ $ $ ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. (X) Hourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: $450 for the first four hours (or any part thereof) of each meeting for which consultant services are required, plus $100 for each additional hour or any part thereof. As a multi-year contract with costs dependant on economic factors outside the control of Consultant, a provision to adjust the hourly cost by a factor equal to the consumer price index (CPI) for San Diego County but not to exceed 3% annually is included. (1) ( ) Not-to-Exceed Limitation on Time and Materials Arrangement 5-78 Page 18 Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $ including all Materials, and other "reimbursables" ("Maximum Compensation"). (2) ( ) Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to ("Authorization Limit"), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. Rate Schedule Category of Employee Name of Consultant Hourly Rate $ $ $ $ $ ( ) Hourly rates may increase by 6% for services rendered after [month], 20-, if delay in providing services is caused by City. 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: ( ) None, the compensation includes all costs. Cost or Rate $ $ $ $ $ $ $ () Reports, not to exceed $ () Copies, not to exceed $ () Travel, not to exceed $ () Printing, not to exceed $ () Postage, not to exceed $ () Delivery, not to exceed $ () Long Distance Telephone Charges, not to exceed $ (X) Other Actual Identifiable Direct Costs: DVD: $00.35 - 01.75 Mini DVD: $00.69 - 03.99 $00.35-01.75 $00.69-03.99 5-79 Page 19 Mini DV 60: DV 276: VHS T120: $03.10 - 03.28 $21.84 - 39.10 $01.35 - 03.35 , not to exceed $ , not to exceed $ $03.10-03.28 $21.84-39.10 $01.35-03.35 $ $ 12. Contract Administrators: City: Director, Office of Co=unications 276 Fourth Avenue, Chula Vista, CA 91910 (619) 691-5296 Consultant: Mr. Bob Hoffman Bob Hoffman Video Productions 4805 Mercury Street, Suite L San Diego, CA 92111 (858) 576-0046 13. Liquidated Damages Rate: ( ) $ ( ) Other: per day. 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: ( X) Not Applicable. Not an FPPC Filer. ( ) FPPC Filer ( ) Category No. 1. Investments and sources of income. ( ) Category No.2. Interests in real property. ( ) Category No.3. Investments, interest in real property and sources of income subject to the regulatory, permit or licensing authority of the department. ( ) Category No.4. Investments in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property. ( ) Category No.5. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the City of Chula Vista 5-80 Page 20 (Redevelopment Agency) to provide semces, supplies, materials, machinery or equipment. ( ) Category No.6. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the designated employee's department to provide services, supplies, materials, machinery or equipment. ( ) Category No.7. Business positions. ( ) List "Consultant Associates" interests in real property within 2 radial miles of Project Property, if any: 15. ( ) Consultant is Real Estate Broker and/or Salesman 16. Permitted Subconsultants: 17. Bill Processing: A. Consultant's Billing to be submitted for the following period of time: ( X ) Monthly ( ) Quarterly ( ) Other: B. Day of the Period for submission of Consultant's Billing: (X) First of the Month ( ) 15th Day of each Month ( ) End of the Month ( ) Other: C. City's Account Number: 0550-6401 5-81 Page 21 18. Security for Performance ( ) Performance Bond, $ ( ) Letter of Credit, $ ( ) Other Security: Type: Amount: $ ( ) Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: ( ) Retention Percentage: ( ) Retention Amount: $ % Retention Release Event: ( ) Completion of All Consultant Services ( ) Other: H:Attorneyl2ptyl; 5-82 Page 22 RESOLUTION NO. 2007- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT WITH BOB HOFFMAN VIDEO PRODUCTIONS FOR VIDEOTAPING THE CHULA VISTA CITY COUNCIL MEETINGS WHEREAS, the City of Chula Vista entered into its first contract for videotaping City Council meetings in 1988, after a six-month trial period was deemed successful; and WHEREAS, since that time, all City Council meetings and Redevelopment Agency meetings held in the Council Chambers have been videotaped for televising, for public review at the City's libraries, and for archival purposes; and WHEREAS, Bob Hoffman Video Productions (BHVP) has provided this service to the City since 1998; and WHEREAS, the contract awarded to BHVP by the City Council was a five-year agreement, with the option for two, two-year extensions at the City's discretion; and WHEREAS, the final extension of the contract will soon expire; and WHEREAS, staff has completed a formal RFP process for video production of the Council meetings, and is recommending that a new contract with Bob Hoffman Video Productions be approved; and WHEREAS, on March 30, 2007, City staff distributed bid #3-06/07 to request proposals to furnish video production services for the City; and WHEREAS, the Request for Proposals (RFP) was mailed directly to three firms and was advertised in the Chula Vista Star News on April 6; and WHEREAS, only one firm, the City's current service provider, responded to the RFP; and WHEREAS, Bob Hoffman Video Productions (BHVP) has reliably and dependably provided coverage of more than 400 city council meetings since they began providing this service to the city, as well as variety of other city meetings and events. 5-83 NOW, THEREFORE BE IT RESOLVED that the Council of the City of Chula Vista hereby approves an Agreement with Bob Hoffman Video Productions for videotaping the Chula Vista City Council meeting. Presented by: Approved as to form by: ~~G<\~\'~X~~ , Ann Moore City Attorney Liz Pursell Director of Communications 5-84