ACTING DEPT MANAGER: CITY MANAGER:

Transcription

1 MEETING DATE: January 11, 2017 PREPARED BY: Matias Labarrere, IT Operations Supervisor ACTING DEPT MANAGER: Wendy Flynn DEPARTMENT: City Manager Information Technology CITY MANAGER: Karen P. Brust SUBJECT: Contracts for Video Production Services related to live broadcast, web streaming and other recording duties for City meetings. RECOMMENDED ACTION: 1. Authorize the City Manager, or her designee, to execute contracts (Attachments 1-4) with four consultants to perform video production services for City meetings, each in an amount not to exceed $15,000 annually per technician. The 6 year total not to exceed is $360,000 for all technicians. 2. Authorize associated expenditures in the amount not to exceed the approved budget for video production services for a term of two (2) years and renewable by addendum for additional two (2) year terms for a total of six (6) years. STRATEGIC PLAN: This item relates to the Organizational Effectiveness and Efficiency Strategic Plan Focus Area, by improving communication with the public. FISCAL CONSIDERATIONS: Funding for video production services is included in the approved annual Governmental Educational Access Fund for FY , and will be proposed in future Governmental Educational Access Fund operating budgets for City Council consideration. FY expenditures are not to exceed the budget approved by Council, in the amount of $75,354. Council authorization is required since expenditures for these services will exceed the $100,000 threshold over the term of the contract as detailed in the City of Encinitas Purchasing Policy (PC01). Staff is also recommending expansion of video technician contractor duties to include technical support coverage in the Council Chambers during broadcasts. Currently, an IT Analyst handles technical support duties for the duration of City Council meetings. The increase to each video tech contract is $10 per meeting; the hourly IT analyst rate is significantly higher ($38.71 per hour plus benefits) Item 8D 1 of 42

2 The agreements are in full effect for a two-year term and are renewable for additional two (2), two-year terms for a total of six (6) years. The agreements may be terminated pursuant to the Termination of Agreement section (Section 7). FY FY FY FY FY FY TOTAL Shawn Lennon 15,000 15,000 15,000 15,000 15,000 15,000 90,000 MCPC 15,000 15,000 15,000 15,000 15,000 15,000 90,000 Grant Gebler 15,000 15,000 15,000 15,000 15,000 15,000 90,000 Lester Rottsolk 15,000 15,000 15,000 15,000 15,000 15,000 90,000 TOTAL 60,000 60,000 60,000 60,000 60,000 60, ,000 BACKGROUND/ANALYSIS: The City of Encinitas has had long-standing agreements for City meeting video production services since 2007 with three video technician contractors (MCPC, Grant Gebler and Lester Rottsolk). Shawn Lennon was more recently added as a backup video technician contractor. All of the agreements are up for renewal at this time. After consideration, the City is satisfied with the current crew s performance and would like to renew their contacts. Prior to future renewals, performance will be discussed and considered before contract addendums are executed. Current duties include operating the equipment related to live broadcast, web streaming and other recording duties, such as graphics and audio operations, and review/recommendation of equipment needs. Staff is also recommending expansion of video technician contractor duties to include technical support coverage in the Council Chambers during broadcasts. Currently, an IT Analyst handles technical support duties for the duration of City Council meetings. City staff time and cost savings will be realized by transferring technical support duties to video technician contractors. The assigned IT Analyst will be present through Oral Communications and the video technician contractors will assume the duties for the rest of the meeting. Additionally, IT does not provide tech support in the Chambers during Planning Commission meetings. By adding the additional duties, the City will have the video technician contractors available for technical meeting support needs during all publicly broadcasted meetings. By providing technical support for the latter part of broadcast meetings, the video technician contractors will enable IT to recoup labor hours for staff availability during City Hall work hours. ENVIRONMENTAL CONSIDERATIONS: The action being considered by the City Council is exempt from the California Environmental Quality Act (CEQA) because it is not a project under section 15378(b)(5) of CEQA Guidelines. The action involves an organizational or administrative activity of government that will not result in the direct or indirect physical change in the environment. ATTACHMENTS: 1. Agreement for Independent Contractor Services with Shawn Lennon 2. Agreement for Independent Contractor Services with MCPC 3. Agreement for Independent Contractor Services with Grant Gebler 4. Agreement for Independent Contractor Services with Lester Rottsolk Item 8D 2 of 42

3 Attachment 1 AGREEMENT TO PROVIDE INDEPENDENT CONTRACTOR SERVICES THIS AGREEMENT is made and entered into as of the date of execution by the City of Encinitas, a municipal corporation, hereinafter referred to as "CITY," and Shawn Lennon, an independent contractor, hereinafter referred to as CONTRACTOR". RECITALS The CITY requires outside assistance to provide the following services: Video Production Director and Technical Assistant services related to live broadcast, web streaming and other recording duties. CONTRACTOR represents that CONTRACTOR possesses the experience, qualifications and skills required to perform the tasks required. NOW, THEREFORE, CITY and CONTRACTOR mutually agree as follows: 1.0 TERM OF AGREEMENT 1.1 This AGREEMENT shall be effective on and from the day, month and year of the execution of this document by the CITY. 1.2 Contractor shall commence the performance of this Agreement as of the date of execution. Unless otherwise terminated pursuant to the Agreement, the term of this agreement shall be for two (2) years commencing upon the date of its execution by the parties; renewable by addendum for additional two (2) year terms for a total of six (6) years. 2.0 CONTRACTOR'S OBLIGATIONS (ATTACHMENT "A") 2.1 CONTRACTOR shall provide the CITY with the following services: The specific manner in which the services are to be performed is described and scheduled in Attachment "A" which is attached hereto, and incorporated herein as though fully set forth at length, collectively hereinafter referred to as "DESCRIBED SERVICES." 2.2 CONTRACTOR shall perform all work required to accomplish the DESCRIBED SERVICES in conformity with applicable requirements of law: Federal, State and local. 2.3 CONTRACTOR is retained to render the DESCRIBED SERVICES and any payments made to CONTRACTOR are compensation fully for such services. 2.4 CONTRACTOR shall maintain professional certifications as required in order to Item 8D 3 of 42

4 properly comply with all City, State, and Federal law. 2.5 CONTRACTOR shall protect all CITY property and take reasonable measures to ensure the safety and care of the CITY'S facilities and equipment. 2.6 CONTRACTOR is responsible for the payment and procurement of any and all licenses, fees, taxes, certificates, insurance and other requirements which are or may be required of CONTRACTOR to perform the DESCRIBED SERVICES. 3.0 PAYMENT FOR SERVICES (ATTACHMENT B) Payment to CONTRACTOR to render the DESCRIBED SERVICES hereunder shall be as set forth in Attachment B which is attached hereto and incorporated herein as though fully set forth at length. The CONTRACTOR shall submit an invoice to the CITY for payment detailing service provided, date and fee. CONTRACTOR is hired to render DESCRIBED SERVICES and the payments provided represent full compensation for the DESCRIBED SERVICES. 4.0 SUBCONTRACTING (ATTACHMENT C) 4.1 If CONTRACTOR subcontracts for any of the work to be performed under this AGREEMENT, CONTRACTOR shall be as fully responsible to the CITY for the acts and omissions of CONTRACTOR s subcontractors and for the persons either directly or indirectly employed by the subcontractors, as CONTRACTOR is for the acts and omissions of persons directly employed by CONTRACTOR. Nothing contained in the AGREEMENT shall create any contractual relationship between any subcontractor of CONTRACTOR and the CITY. CONTRACTOR shall bind every subcontractor to the terms of the AGREEMENT applicable to CONTRACTOR s work unless specifically noted to the contrary in the subcontract in question and approved in writing by the CITY. 4.2 The name and location of the place of business of each subcontractor who will perform work or labor or render service to the CONTRACTOR in performing this AGREEMENT are contained in Attachment C which is attached hereto and incorporated herein as though fully set forth at length. 5.0 EXTRA WORK CONTRACTOR shall not perform work in excess of the DESCRIBED SERVICES without the prior, written approval of the CITY. 6.0 VERBAL AGREEMENT OR CONVERSATION No verbal AGREEMENT or conversation with any officer, agent or employee of the CITY, either before, during or after the execution of this AGREEMENT, shall effect or modify any of the terms or obligations herein contained nor shall such verbal AGREEMENT or conversation entitle CONTRACTOR to any additional payment whatsoever Item 8D 4 of 42

5 7.0 TERMINATION OF AGREEMENT 7.1 In the event of CONTRACTOR'S failure to prosecute, deliver, or perform the DESCRIBED SERVICES, the CITY may terminate this AGREEMENT by notifying CONTRACTOR by U.S. mail of said termination. Thereupon, CONTRACTOR shall cease work and within five (5) working days: (1) assemble all materials owned by the CITY and in CONTRACTOR's possession and deliver said documents to the CITY and (2) place all work in progress in a safe and protected condition. The City Manager of the CITY shall make a determination of the percentage of work which CONTRACTOR has performed which is usable and of worth to the CITY. Based upon that finding, the CITY shall determine any final payment due to CONTRACTOR. 7.2 This AGREEMENT may be terminated by either party, without cause, upon the giving of thirty (30) days written notice to the other party. Prior to the 30th day following the giving of the notice, the CONTRACTOR shall: (1) assemble the completed work product to date, and put same in order for proper filing and closing, and deliver said product to the CITY and (2) place all work in progress in a safe and protected condition. The City Manager of CITY shall make a determination of the percentage of work which CONTRACTOR has performed which is usable and of worth to the CITY. Based upon that finding, the City shall determine any final payment due to CONTRACTOR. 7.3 Not withstanding section 7.2 above, the CITY may terminate this AGREEMENT without notice for: a. Failure to PROVIDE CONSULTATION SERVICES REQUESTED; b. Performance of services hereunder in a manner which is unsafe or hazardous to participants, CONTRACTOR or members of the general public; or c. Unauthorized use of City equipment or facilities; d. Violation of one or more provisions of this AGREEMENT. 8.0 COVENANTS AGAINST CONTINGENT FEES CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working for CONTRACTOR, to solicit or secure this AGREEMENT, and that CONTRACTOR has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to terminate this AGREEMENT without liability or, at the CITY'S discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such fee, commission, Item 8D 5 of 42

6 percentage, brokerage fee, gift or contingent fee. 9.0 OWNERSHIP OF DOCUMENTS 9.1 All documents, reports, plans, studies, rosters, logo's, drawings, audio and video productions and products developed with CITY equipment or in the performance of CONTRACTOR's duties for the CITY are the property of the CITY STATUS OF CONTRACTOR CONTRACTOR shall perform the services provided for herein in a manner of CONTRACTOR's own choice, as an independent contractor and, in pursuit of CONTRACTOR's independent calling, and not as an employee of the CITY. CONTRACTOR shall be under control of the CITY only as to the result to be accomplished and the personnel assigned to the project. However, CONTRACTOR shall confer with CITY regarding the preparation and presentation of the DESCRIBED SERVICES HOLD HARMLESS 11.1 CONTRACTOR agrees to indemnify and hold the CITY and CITY's officers, elected officials, employees and agents harmless from, and against any and all liabilities, claims, demands, causes of action, losses, damages and costs, including all costs of defense thereof, arising out of, or in any manner connected directly or indirectly with, any acts or omissions of CONTRACTOR or CONTRACTOR's agents, employees, subcontractors, officials, officers or representatives CONTRACTOR's obligation herein does not extend to liabilities, claims, demands, causes of action, losses, damages or costs that arise out of the CITY's intentional wrongful acts, CITY's violations of law, or the CITY's sole active negligence ASSIGNMENT OF CONTRACT CONTRACTOR is without right to and shall not assign this AGREEMENT or any part thereof or any monies due hereunder without the prior written consent of the CITY which shall not be unreasonably withheld INSURANCE 13.1 CONTRACTOR shall maintain a policy of automobile liability insurance during the term of agreement between the CITY and CONTRACTOR DISPUTES 14.1 If a dispute should arise regarding the performance of this AGREEMENT, the following procedures shall be used to address any question of fact or interpretation not otherwise settled by agreement between the parties. Such questions, if they become identified as part of a dispute between persons operating under the Item 8D 6 of 42

7 provisions of the AGREEMENT, shall be reduced to writing by the complaining party. A copy of such documented dispute shall be forwarded to the other party involved along with recommend methods of resolution. The party receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) days of receipt of the letter If the dispute is not resolved, the aggrieved party shall send to the CITY's Manager a letter outlining the dispute for Manager's resolution If the dispute remains unresolved and the parties have exhausted the procedures of this section, the parties may then seek remedies available to them at law NOTICES 15.1 Any notices to be given under this AGREEMENT, or otherwise, shall be served by certified mail For the purposes hereof, unless otherwise provided in writing by the parties hereto, the address of CITY and the proper person to receive any notice on the CITY's behalf is: Matias Labarrere Information Technology City of Encinitas 505 So. Vulcan Ave. Encinitas CA (760) mlabarrere@encinitasca.gov 15.3 For the purposes hereof, unless otherwise provided in writing by the parties hereto, the address of CONTRACTOR and the proper person to receive any notice on the CONTRACTOR's behalf is: Shawn Lennon 318 Fowles St., Oceanside CA (760) Shawn2025@hotmail.com 17.0 CONTRACTOR'S CERTIFICATION OF AWARENESS OF IMMIGRATION REFORM AND CONTROL ACT OF 1986 CONTRACTOR is aware of the requirements of the Immigration Reform and Control Act of 1986 (8 USC ) and have complied and will comply with these requirements, including but not limited to verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this Contract." Item 8D 7 of 42

8 CONTRACTOR Shawn Lennon CITY MANAGER Karen P. Brust by date by date Item 8D 8 of 42

9 ATTACHMENT "A" - Described Services DIRECTOR CONTRACTOR shall perform the following scope of services: Perform duties related to live broadcast, web streaming and other recording duties of City of Encinitas meetings (City Council, Planning Commission, and other meetings and workshops as assigned) as follows: Ability to perform all Technical Assistance for Graphics and Audio operation duties. Set up and operate equipment and software needed for live broadcast, web streaming and other recording duties (e.g. DVD recording) including cameras, audio equipment, character generators, recording devices and related test equipment. Monitor throughout the course of the meeting to ensure proper web streaming, broadcasting and recording. Maintain expert proficiency in utilizing City hardware, software, and associated equipment necessary to perform broadcast, web streaming, recording, and associated duties. Attend training as City upgrades hardware, software, and associated recording equipment. Document procedures for setup, operation and shut down. Update documentation when procedures change (e.g., as a result of equipment upgrades). Set audio levels between chambers and control room. Direct council meetings using accepted methods to provide professional quality product. Program and pre-set camera shots to provide optimum camera angles of meeting action as it occurs. Perform shut-down duties including finalizing and creating a finished DVD and backup tape for archived purposes; bring DVD to City Clerk and file backup tape in control room. Shut down equipment according to established procedures. Communicate with City Clerk and IT staff regarding any changes to normal procedures. Communicate changes to graphics/audio operator. Communicate difficulties with broadcasting of City meetings/and or equipment to appropriate City IT staff in a prompt and detailed fashion. Participate in the review and recommendation of equipment needs. Perform technical support duties in the Council Chambers during broadcasts. Other duties related to broadcasting government meetings and special projects as requested. This may include performing duties as required at remote locations, such as workshops and special meetings held offsite Item 8D 9 of 42

10 ATTACHMENT "A" (continued) TECHNICAL ASSISTANT/GRAPHICS & AUDIO OPERATIONS CONTRACTOR shall perform the following scope of services: Perform duties related to the broadcasting of Encinitas City meetings as follows: Obtain current agenda and input the textual agenda information utilizing the City s video production software and procedures. Take direction from director regarding the use and need for on-air graphics. Input and check graphics. Create professional graphics utilizing the City s current character generator software. Maintain knowledge of composition, balance, use of color, font style and layout. Check with director for any unusual audio needs or potential occurrences during the meetings. Make appropriate preparations to respond to those needs. Ride audio levels throughout meetings and maintain levels in accordance with broadcasting standards. Operate character generator during meetings to provide relevant, timely on-screen information for programmed output to all viewers (live web stream, television broadcasts). Assist in control room set-up and break down. Shut down and secure equipment, ensuring proper shutdown in accordance with cable TV requirements. Ability to direct meetings on an interim/emergency basis. Initiate the start of meetings using established methods, ensure that recording and other broadcasting procedures have occurred and report back to meeting principal should the meeting need to be delayed. Perform technical support duties in the Council Chambers during broadcasts. Perform other duties related to broadcasting government meetings as requested, including duties required at remote locations Item 8D 10 of 42

11 ATTACHMENT "B" (Payment of Services) City Council and Combined City Council meetings in Council Chambers: Flat rate meeting event fee preparation/setup/shut down and first four (4) hours or less of meeting time Hourly rate for each additional hour over flat rate meeting event fee. Additional hourly rate shall be calculated and compensated in one-half hour increments. Technical Director Assistant/ Graphics & Audio Operations $ $ $55.00 $50.00 Planning Commission Meetings: Director Technical Assistant/ Graphics & Audio Operations Flat rate meeting event fee preparation/setup/shut down and $ $ first two (2) hours or less of meeting time Hourly rate for each additional hour over flat rate meeting event fee. Additional hourly rate shall be calculated and compensated in one-half hour increments. $55.00 $50.00 Special Projects including Remote Meetings, Training and Documentation: Director Hourly rate $55.00 $50.00 Technical Assistant/ Graphics & Audio Operations Invoicing The CONTRACTOR shall submit an invoice to the CITY for payment detailing service provided, date and fee. Payment for services not to exceed $15,000 annually Item 8D 11 of 42

12 ATTACHMENT "C" (Subcontractors) Name Business Address Work to be Done Item 8D 12 of 42

13 Attachment 2 AGREEMENT TO PROVIDE INDEPENDENT CONTRACTOR SERVICES THIS AGREEMENT is made and entered into as of the date of execution by the City of Encinitas, a municipal corporation, hereinafter referred to as "CITY," and MCPC, an independent contracting firm, hereinafter referred to as CONTRACTOR". RECITALS The CITY requires outside assistance to provide the following services: Video Production Director and Technical Assistant services related to live broadcast, web streaming and other recording duties. CONTRACTOR represents that CONTRACTOR possesses the experience, qualifications and skills required to perform the tasks required. NOW, THEREFORE, CITY and CONTRACTOR mutually agree as follows: 1.0 TERM OF AGREEMENT 1.1 This AGREEMENT shall be effective on and from the day, month and year of the execution of this document by the CITY. 1.2 Contractor shall commence the performance of this Agreement as of the date of execution. Unless otherwise terminated pursuant to the Agreement, the term of this agreement shall be for two (2) years commencing upon the date of its execution by the parties; renewable by addendum for additional two (2) year terms for a total of six (6) years. 2.0 CONTRACTOR'S OBLIGATIONS (ATTACHMENT "A") 2.1 CONTRACTOR shall provide the CITY with the following services: The specific manner in which the services are to be performed is described and scheduled in Attachment "A" which is attached hereto, and incorporated herein as though fully set forth at length, collectively hereinafter referred to as "DESCRIBED SERVICES." 2.2 CONTRACTOR shall perform all work required to accomplish the DESCRIBED SERVICES in conformity with applicable requirements of law: Federal, State and local. 2.3 CONTRACTOR is retained to render the DESCRIBED SERVICES and any payments made to CONTRACTOR are compensation fully for such services. 2.4 CONTRACTOR shall maintain professional certifications as required in order to Item 8D 13 of 42

14 properly comply with all City, State, and Federal law. 2.5 CONTRACTOR shall protect all CITY property and take reasonable measures to ensure the safety and care of the CITY'S facilities and equipment. 2.6 CONTRACTOR is responsible for the payment and procurement of any and all licenses, fees, taxes, certificates, insurance and other requirements which are or may be required of CONTRACTOR to perform the DESCRIBED SERVICES. 3.0 PAYMENT FOR SERVICES (ATTACHMENT B) Payment to CONTRACTOR to render the DESCRIBED SERVICES hereunder shall be as set forth in Attachment B which is attached hereto and incorporated herein as though fully set forth at length. The CONTRACTOR shall submit an invoice to the CITY for payment detailing service provided, date and fee. CONTRACTOR is hired to render DESCRIBED SERVICES and the payments provided represent full compensation for the DESCRIBED SERVICES. 4.0 SUBCONTRACTING (ATTACHMENT C) 4.1 If CONTRACTOR subcontracts for any of the work to be performed under this AGREEMENT, CONTRACTOR shall be as fully responsible to the CITY for the acts and omissions of CONTRACTOR s subcontractors and for the persons either directly or indirectly employed by the subcontractors, as CONTRACTOR is for the acts and omissions of persons directly employed by CONTRACTOR. Nothing contained in the AGREEMENT shall create any contractual relationship between any subcontractor of CONTRACTOR and the CITY. CONTRACTOR shall bind every subcontractor to the terms of the AGREEMENT applicable to CONTRACTOR s work unless specifically noted to the contrary in the subcontract in question and approved in writing by the CITY. 4.2 The name and location of the place of business of each subcontractor who will perform work or labor or render service to the CONTRACTOR in performing this AGREEMENT are contained in Attachment C which is attached hereto and incorporated herein as though fully set forth at length. 5.0 EXTRA WORK CONTRACTOR shall not perform work in excess of the DESCRIBED SERVICES without the prior, written approval of the CITY. 6.0 VERBAL AGREEMENT OR CONVERSATION No verbal AGREEMENT or conversation with any officer, agent or employee of the CITY, either before, during or after the execution of this AGREEMENT, shall effect or modify any of the terms or obligations herein contained nor shall such verbal AGREEMENT or conversation entitle CONTRACTOR to any additional payment whatsoever Item 8D 14 of 42

15 7.0 TERMINATION OF AGREEMENT 7.1 In the event of CONTRACTOR'S failure to prosecute, deliver, or perform the DESCRIBED SERVICES, the CITY may terminate this AGREEMENT by notifying CONTRACTOR by U.S. mail of said termination. Thereupon, CONTRACTOR shall cease work and within five (5) working days: (1) assemble all materials owned by the CITY and in CONTRACTOR's possession and deliver said documents to the CITY and (2) place all work in progress in a safe and protected condition. The City Manager of the CITY shall make a determination of the percentage of work which CONTRACTOR has performed which is usable and of worth to the CITY. Based upon that finding, the CITY shall determine any final payment due to CONTRACTOR. 7.2 This AGREEMENT may be terminated by either party, without cause, upon the giving of thirty (30) days written notice to the other party. Prior to the 30th day following the giving of the notice, the CONTRACTOR shall: (1) assemble the completed work product to date, and put same in order for proper filing and closing, and deliver said product to the CITY and (2) place all work in progress in a safe and protected condition. The City Manager of CITY shall make a determination of the percentage of work which CONTRACTOR has performed which is usable and of worth to the CITY. Based upon that finding, the City shall determine any final payment due to CONTRACTOR. 7.3 Not withstanding section 7.2 above, the CITY may terminate this AGREEMENT without notice for: a. Failure to PROVIDE CONSULTATION SERVICES REQUESTED; b. Performance of services hereunder in a manner which is unsafe or hazardous to participants, CONTRACTOR or members of the general public; or c. Unauthorized use of City equipment or facilities; d. Violation of one or more provisions of this AGREEMENT. 8.0 COVENANTS AGAINST CONTINGENT FEES CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working for CONTRACTOR, to solicit or secure this AGREEMENT, and that CONTRACTOR has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to terminate this AGREEMENT without liability or, at the CITY'S discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such fee, commission, Item 8D 15 of 42

16 percentage, brokerage fee, gift or contingent fee. 9.0 OWNERSHIP OF DOCUMENTS 9.1 All documents, reports, plans, studies, rosters, logo's, drawings, audio and video productions and products developed with CITY equipment or in the performance of CONTRACTOR's duties for the CITY are the property of the CITY STATUS OF CONTRACTOR CONTRACTOR shall perform the services provided for herein in a manner of CONTRACTOR's own choice, as an independent contractor and, in pursuit of CONTRACTOR's independent calling, and not as an employee of the CITY. CONTRACTOR shall be under control of the CITY only as to the result to be accomplished and the personnel assigned to the project. However, CONTRACTOR shall confer with CITY regarding the preparation and presentation of the DESCRIBED SERVICES HOLD HARMLESS 11.1 CONTRACTOR agrees to indemnify and hold the CITY and CITY's officers, elected officials, employees and agents harmless from, and against any and all liabilities, claims, demands, causes of action, losses, damages and costs, including all costs of defense thereof, arising out of, or in any manner connected directly or indirectly with, any acts or omissions of CONTRACTOR or CONTRACTOR's agents, employees, subcontractors, officials, officers or representatives CONTRACTOR's obligation herein does not extend to liabilities, claims, demands, causes of action, losses, damages or costs that arise out of the CITY's intentional wrongful acts, CITY's violations of law, or the CITY's sole active negligence ASSIGNMENT OF CONTRACT CONTRACTOR is without right to and shall not assign this AGREEMENT or any part thereof or any monies due hereunder without the prior written consent of the CITY which shall not be unreasonably withheld INSURANCE 13.1 CONTRACTOR shall maintain a policy of automobile liability insurance during the term of agreement between the CITY and CONTRACTOR DISPUTES 14.1 If a dispute should arise regarding the performance of this AGREEMENT, the following procedures shall be used to address any question of fact or interpretation not otherwise settled by agreement between the parties. Such questions, if they become identified as part of a dispute between persons operating under the Item 8D 16 of 42

17 provisions of the AGREEMENT, shall be reduced to writing by the complaining party. A copy of such documented dispute shall be forwarded to the other party involved along with recommend methods of resolution. The party receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) days of receipt of the letter If the dispute is not resolved, the aggrieved party shall send to the CITY's Manager a letter outlining the dispute for Manager's resolution If the dispute remains unresolved and the parties have exhausted the procedures of this section, the parties may then seek remedies available to them at law NOTICES 15.1 Any notices to be given under this AGREEMENT, or otherwise, shall be served by certified mail For the purposes hereof, unless otherwise provided in writing by the parties hereto, the address of CITY and the proper person to receive any notice on the CITY's behalf is: Matias Labarrere Information Technology City of Encinitas 505 So. Vulcan Ave. Encinitas CA (760) mlabarrere@encinitasca.gov 15.3 For the purposes hereof, unless otherwise provided in writing by the parties hereto, the address of CONTRACTOR and the proper person to receive any notice on the CONTRACTOR's behalf is: Michael Castaneda, MCPC 5518 Camino del Cielo, Bonsall, CA Cell Phone: (760) Home Phone: (760) Michaelcastaneda10@att.net 17.0 CONTRACTOR'S CERTIFICATION OF AWARENESS OF IMMIGRATION REFORM AND CONTROL ACT OF 1986 CONTRACTOR is aware of the requirements of the Immigration Reform and Control Act of 1986 (8 USC ) and have complied and will comply with these requirements, including but not limited to verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this Contract." Item 8D 17 of 42

18 CONTRACTOR MCPC CITY MANAGER Karen P. Brust by date by date Item 8D 18 of 42

19 ATTACHMENT "A" - Described Services DIRECTOR CONTRACTOR shall perform the following scope of services: Perform duties related to live broadcast, web streaming and other recording duties of City of Encinitas meetings (City Council, Planning Commission, and other meetings and workshops as assigned) as follows: Ability to perform all Technical Assistance for Graphics and Audio operation duties. Set up and operate equipment and software needed for live broadcast, web streaming and other recording duties (e.g. DVD recording) including cameras, audio equipment, character generators, recording devices and related test equipment. Monitor throughout the course of the meeting to ensure proper web streaming, broadcasting and recording. Maintain expert proficiency in utilizing City hardware, software, and associated equipment necessary to perform broadcast, web streaming, recording, and associated duties. Attend training as City upgrades hardware, software, and associated recording equipment. Document procedures for setup, operation and shut down. Update documentation when procedures change (e.g., as a result of equipment upgrades). Set audio levels between chambers and control room. Direct council meetings using accepted methods to provide professional quality product. Program and pre-set camera shots to provide optimum camera angles of meeting action as it occurs. Perform shut-down duties including finalizing and creating a finished DVD and backup tape for archived purposes; bring DVD to City Clerk and file backup tape in control room. Shut down equipment according to established procedures. Communicate with City Clerk and IT staff regarding any changes to normal procedures. Communicate changes to graphics/audio operator. Communicate difficulties with broadcasting of City meetings/and or equipment to appropriate City IT staff in a prompt and detailed fashion. Participate in the review and recommendation of equipment needs. Perform technical support duties in the Council Chambers during broadcasts. Other duties related to broadcasting government meetings and special projects as requested. This may include performing duties as required at remote locations, such as workshops and special meetings held offsite Item 8D 19 of 42

20 ATTACHMENT "A" (continued) TECHNICAL ASSISTANT/GRAPHICS & AUDIO OPERATIONS CONTRACTOR shall perform the following scope of services: Perform duties related to the broadcasting of Encinitas City meetings as follows: Obtain current agenda and input the textual agenda information utilizing the City s video production software and procedures. Take direction from director regarding the use and need for on-air graphics. Input and check graphics. Create professional graphics utilizing the City s current character generator software. Maintain knowledge of composition, balance, use of color, font style and layout. Check with director for any unusual audio needs or potential occurrences during the meetings. Make appropriate preparations to respond to those needs. Ride audio levels throughout meetings and maintain levels in accordance with broadcasting standards. Operate character generator during meetings to provide relevant, timely on-screen information for programmed output to all viewers (live web stream, television broadcasts). Assist in control room set-up and break down. Shut down and secure equipment, ensuring proper shutdown in accordance with cable TV requirements. Ability to direct meetings on an interim/emergency basis. Initiate the start of meetings using established methods, ensure that recording and other broadcasting procedures have occurred and report back to meeting principal should the meeting need to be delayed. Perform technical support duties in the Council Chambers during broadcasts. Perform other duties related to broadcasting government meetings as requested, including duties required at remote locations Item 8D 20 of 42

21 ATTACHMENT "B" (Payment of Services) City Council and Combined City Council meetings in Council Chambers: Flat rate meeting event fee preparation/setup/shut down and first four (4) hours or less of meeting time Hourly rate for each additional hour over flat rate meeting event fee. Additional hourly rate shall be calculated and compensated in one-half hour increments. Technical Director Assistant/ Graphics & Audio Operations $ $ $55.00 $50.00 Planning Commission Meetings: Director Technical Assistant/ Graphics & Audio Operations Flat rate meeting event fee preparation/setup/shut down and $ $ first two (2) hours or less of meeting time Hourly rate for each additional hour over flat rate meeting event fee. Additional hourly rate shall be calculated and compensated in one-half hour increments. $55.00 $50.00 Special Projects including Remote Meetings, Training and Documentation: Director Hourly rate $55.00 $50.00 Technical Assistant/ Graphics & Audio Operations Invoicing The CONTRACTOR shall submit an invoice to the CITY for payment detailing service provided, date and fee. Payment for services not to exceed $15,000 annually Item 8D 21 of 42

22 ATTACHMENT "C" (Subcontractors) Name Business Address Work to be Done Item 8D 22 of 42

23 Attachment 3 AGREEMENT TO PROVIDE INDEPENDENT CONTRACTOR SERVICES THIS AGREEMENT is made and entered into as of the date of execution by the City of Encinitas, a municipal corporation, hereinafter referred to as "CITY," and Grant Gebler, an independent contractor, hereinafter referred to as CONTRACTOR". RECITALS The CITY requires outside assistance to provide the following services: Video Production Director and Technical Assistant services related to live broadcast, web streaming and other recording duties. CONTRACTOR represents that CONTRACTOR possesses the experience, qualifications and skills required to perform the tasks required. NOW, THEREFORE, CITY and CONTRACTOR mutually agree as follows: 1.0 TERM OF AGREEMENT 1.1 This AGREEMENT shall be effective on and from the day, month and year of the execution of this document by the CITY. 1.2 Contractor shall commence the performance of this Agreement as of the date of execution. Unless otherwise terminated pursuant to the Agreement, the term of this agreement shall be for two (2) years commencing upon the date of its execution by the parties; renewable by addendum for additional two (2) year terms for a total of six (6) years. 2.0 CONTRACTOR'S OBLIGATIONS (ATTACHMENT "A") 2.1 CONTRACTOR shall provide the CITY with the following services: The specific manner in which the services are to be performed is described and scheduled in Attachment "A" which is attached hereto, and incorporated herein as though fully set forth at length, collectively hereinafter referred to as "DESCRIBED SERVICES." 2.2 CONTRACTOR shall perform all work required to accomplish the DESCRIBED SERVICES in conformity with applicable requirements of law: Federal, State and local. 2.3 CONTRACTOR is retained to render the DESCRIBED SERVICES and any payments made to CONTRACTOR are compensation fully for such services. 2.4 CONTRACTOR shall maintain professional certifications as required in order to Item 8D 23 of 42

24 properly comply with all City, State, and Federal law. 2.5 CONTRACTOR shall protect all CITY property and take reasonable measures to ensure the safety and care of the CITY'S facilities and equipment. 2.6 CONTRACTOR is responsible for the payment and procurement of any and all licenses, fees, taxes, certificates, insurance and other requirements which are or may be required of CONTRACTOR to perform the DESCRIBED SERVICES. 3.0 PAYMENT FOR SERVICES (ATTACHMENT B) Payment to CONTRACTOR to render the DESCRIBED SERVICES hereunder shall be as set forth in Attachment B which is attached hereto and incorporated herein as though fully set forth at length. The CONTRACTOR shall submit an invoice to the CITY for payment detailing service provided, date and fee. CONTRACTOR is hired to render DESCRIBED SERVICES and the payments provided represent full compensation for the DESCRIBED SERVICES. 4.0 SUBCONTRACTING (ATTACHMENT C) 4.1 If CONTRACTOR subcontracts for any of the work to be performed under this AGREEMENT, CONTRACTOR shall be as fully responsible to the CITY for the acts and omissions of CONTRACTOR s subcontractors and for the persons either directly or indirectly employed by the subcontractors, as CONTRACTOR is for the acts and omissions of persons directly employed by CONTRACTOR. Nothing contained in the AGREEMENT shall create any contractual relationship between any subcontractor of CONTRACTOR and the CITY. CONTRACTOR shall bind every subcontractor to the terms of the AGREEMENT applicable to CONTRACTOR s work unless specifically noted to the contrary in the subcontract in question and approved in writing by the CITY. 4.2 The name and location of the place of business of each subcontractor who will perform work or labor or render service to the CONTRACTOR in performing this AGREEMENT are contained in Attachment C which is attached hereto and incorporated herein as though fully set forth at length. 5.0 EXTRA WORK CONTRACTOR shall not perform work in excess of the DESCRIBED SERVICES without the prior, written approval of the CITY. 6.0 VERBAL AGREEMENT OR CONVERSATION No verbal AGREEMENT or conversation with any officer, agent or employee of the CITY, either before, during or after the execution of this AGREEMENT, shall effect or modify any of the terms or obligations herein contained nor shall such verbal AGREEMENT or conversation entitle CONTRACTOR to any additional payment whatsoever Item 8D 24 of 42

25 7.0 TERMINATION OF AGREEMENT 7.1 In the event of CONTRACTOR'S failure to prosecute, deliver, or perform the DESCRIBED SERVICES, the CITY may terminate this AGREEMENT by notifying CONTRACTOR by U.S. mail of said termination. Thereupon, CONTRACTOR shall cease work and within five (5) working days: (1) assemble all materials owned by the CITY and in CONTRACTOR's possession and deliver said documents to the CITY and (2) place all work in progress in a safe and protected condition. The City Manager of the CITY shall make a determination of the percentage of work which CONTRACTOR has performed which is usable and of worth to the CITY. Based upon that finding, the CITY shall determine any final payment due to CONTRACTOR. 7.2 This AGREEMENT may be terminated by either party, without cause, upon the giving of thirty (30) days written notice to the other party. Prior to the 30th day following the giving of the notice, the CONTRACTOR shall: (1) assemble the completed work product to date, and put same in order for proper filing and closing, and deliver said product to the CITY and (2) place all work in progress in a safe and protected condition. The City Manager of CITY shall make a determination of the percentage of work which CONTRACTOR has performed which is usable and of worth to the CITY. Based upon that finding, the City shall determine any final payment due to CONTRACTOR. 7.3 Not withstanding section 7.2 above, the CITY may terminate this AGREEMENT without notice for: a. Failure to PROVIDE CONSULTATION SERVICES REQUESTED; b. Performance of services hereunder in a manner which is unsafe or hazardous to participants, CONTRACTOR or members of the general public; or c. Unauthorized use of City equipment or facilities; d. Violation of one or more provisions of this AGREEMENT. 8.0 COVENANTS AGAINST CONTINGENT FEES CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working for CONTRACTOR, to solicit or secure this AGREEMENT, and that CONTRACTOR has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to terminate this AGREEMENT without liability or, at the CITY'S discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such fee, commission, Item 8D 25 of 42

26 percentage, brokerage fee, gift or contingent fee. 9.0 OWNERSHIP OF DOCUMENTS 9.1 All documents, reports, plans, studies, rosters, logo's, drawings, audio and video productions and products developed with CITY equipment or in the performance of CONTRACTOR's duties for the CITY are the property of the CITY STATUS OF CONTRACTOR CONTRACTOR shall perform the services provided for herein in a manner of CONTRACTOR's own choice, as an independent contractor and, in pursuit of CONTRACTOR's independent calling, and not as an employee of the CITY. CONTRACTOR shall be under control of the CITY only as to the result to be accomplished and the personnel assigned to the project. However, CONTRACTOR shall confer with CITY regarding the preparation and presentation of the DESCRIBED SERVICES HOLD HARMLESS 11.1 CONTRACTOR agrees to indemnify and hold the CITY and CITY's officers, elected officials, employees and agents harmless from, and against any and all liabilities, claims, demands, causes of action, losses, damages and costs, including all costs of defense thereof, arising out of, or in any manner connected directly or indirectly with, any acts or omissions of CONTRACTOR or CONTRACTOR's agents, employees, subcontractors, officials, officers or representatives CONTRACTOR's obligation herein does not extend to liabilities, claims, demands, causes of action, losses, damages or costs that arise out of the CITY's intentional wrongful acts, CITY's violations of law, or the CITY's sole active negligence ASSIGNMENT OF CONTRACT CONTRACTOR is without right to and shall not assign this AGREEMENT or any part thereof or any monies due hereunder without the prior written consent of the CITY which shall not be unreasonably withheld INSURANCE 13.1 CONTRACTOR shall maintain a policy of automobile liability insurance during the term of agreement between the CITY and CONTRACTOR DISPUTES 14.1 If a dispute should arise regarding the performance of this AGREEMENT, the following procedures shall be used to address any question of fact or interpretation not otherwise settled by agreement between the parties. Such questions, if they become identified as part of a dispute between persons operating under the Item 8D 26 of 42

27 provisions of the AGREEMENT, shall be reduced to writing by the complaining party. A copy of such documented dispute shall be forwarded to the other party involved along with recommend methods of resolution. The party receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) days of receipt of the letter If the dispute is not resolved, the aggrieved party shall send to the CITY's Manager a letter outlining the dispute for Manager's resolution If the dispute remains unresolved and the parties have exhausted the procedures of this section, the parties may then seek remedies available to them at law NOTICES 15.1 Any notices to be given under this AGREEMENT, or otherwise, shall be served by certified mail For the purposes hereof, unless otherwise provided in writing by the parties hereto, the address of CITY and the proper person to receive any notice on the CITY's behalf is: Matias Labarrere Information Technology City of Encinitas 505 So. Vulcan Ave. Encinitas CA (760) mlabarrere@encinitasca.gov 15.3 For the purposes hereof, unless otherwise provided in writing by the parties hereto, the address of CONTRACTOR and the proper person to receive any notice on the CONTRACTOR's behalf is: Grant Gebler 480 Dakota Way, Oceanside, CA Mobile/Home: (760) Alternate Phone: (760) ggebler@gmail.com 17.0 CONTRACTOR'S CERTIFICATION OF AWARENESS OF IMMIGRATION REFORM AND CONTROL ACT OF 1986 CONTRACTOR is aware of the requirements of the Immigration Reform and Control Act of 1986 (8 USC ) and have complied and will comply with these requirements, including but not limited to verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this Contract." Item 8D 27 of 42

28 CONTRACTOR Grant Gebler CITY MANAGER Karen P. Brust by date by date Item 8D 28 of 42

29 ATTACHMENT "A" - Described Services DIRECTOR CONTRACTOR shall perform the following scope of services: Perform duties related to live broadcast, web streaming and other recording duties of City of Encinitas meetings (City Council, Planning Commission, and other meetings and workshops as assigned) as follows: Ability to perform all Technical Assistance for Graphics and Audio operation duties. Set up and operate equipment and software needed for live broadcast, web streaming and other recording duties (e.g. DVD recording) including cameras, audio equipment, character generators, recording devices and related test equipment. Monitor throughout the course of the meeting to ensure proper web streaming, broadcasting and recording. Maintain expert proficiency in utilizing City hardware, software, and associated equipment necessary to perform broadcast, web streaming, recording, and associated duties. Attend training as City upgrades hardware, software, and associated recording equipment. Document procedures for setup, operation and shut down. Update documentation when procedures change (e.g., as a result of equipment upgrades). Set audio levels between chambers and control room. Direct council meetings using accepted methods to provide professional quality product. Program and pre-set camera shots to provide optimum camera angles of meeting action as it occurs. Perform shut-down duties including finalizing and creating a finished DVD and backup tape for archived purposes; bring DVD to City Clerk and file backup tape in control room. Shut down equipment according to established procedures. Communicate with City Clerk and IT staff regarding any changes to normal procedures. Communicate changes to graphics/audio operator. Communicate difficulties with broadcasting of City meetings/and or equipment to appropriate City IT staff in a prompt and detailed fashion. Participate in the review and recommendation of equipment needs. Perform technical support duties in the Council Chambers during broadcasts. Other duties related to broadcasting government meetings and special projects as requested. This may include performing duties as required at remote locations, such as workshops and special meetings held offsite Item 8D 29 of 42