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
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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.
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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
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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
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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.
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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")
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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
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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).
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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
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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.
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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
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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.
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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.
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(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
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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.
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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
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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.
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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
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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.
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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.
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ATTACHMENT "A"
INSURANCE REQUIREMENTS
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#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
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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.
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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.
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ATTACHMENT "B"
SAMPLE OF STANDARD TWO PARTY AGREEMENT WITH THE CITY OF CHULA
VISTA.
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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
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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.
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. 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
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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.
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(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
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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
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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.
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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
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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
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(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
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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
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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
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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
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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.
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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. !
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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
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WM F BUELL INC
621 E PARK AVE
U8ERTYV]LLE, IL 60048
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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
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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
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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;
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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.
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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
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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
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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
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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.
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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
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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
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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:
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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.
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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
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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
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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
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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
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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;
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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
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