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HomeMy WebLinkAbout2012 AGP Broadcasting Agreement _autorenewal agmt CITY OF ATASCADERO A oft X-Us 1978- CONTRACT FOR AGP Video, Inc. for BROADCASTING AND CABLE CHANNEL MANAGEMENT SERVICES r. I 19113 1978 CONTRACTOR SERVICES AGREEMENT FOR THE CITY OF ATASCADERO AGP Video, Inc. THIS CONTRACT is. made and entered into between City of Atascadero, a Municipal Corporation ("City") and AGP Video, Inc. ("Contractor"). City and Contractor agree as follows: 1. SCOPE AND STANDARDS: A. CONTRACT. Contractor shall do all work, attend all meetings, produce all reports and carry out all activities necessary to complete the services described in the SCOPE OF WORK AND STANDARDS FOR SERVICES, attached hereto and incorporated herein by this reference as Exhibit A, as requested by the City. This Contract and its exhibits shall be known as the "Contract Documents." Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. 2. EMPLOYMENT STATUS OF PERSONNEL: A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONTRACTOR. Contractor enters into this Contract as, and shall at all times remain as to the City, an independent contractor and not as an employee of the City. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. Any persons employed by Contractor for the performance of services pursuant to this Contract shall remain employees of Contractor, shall at all times be under the direction and control of Contractor, and shall not be considered employees of City. All persons employed by Contractor to perform services pursuant to this Contract shall be entitled solely to the right and privileges afforded to Contractor employees and shall not be entitled, as a result of providing services hereunder, to any additional rights or privileges that may be afforded to City employees. rev 6-20-2012 1 City of Atascadero AGP Video, Inc. y . B. INDEPENDENT INVESTIGATION. The Contractor agrees and hereby represents it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research. C. COMPLIANCE WITH EMPLOYMENT LAWS. The Contractor shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work. D. UNLAWFUL DISCRIMINATION PROHIBITED. Contractor shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person's race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship or sexual orientation. 3. TIME OF PERFORMANCE: The services of Contractor are to commence upon execution of this Contract by City, and shall be undertaken and completed in a prompt and timely manner, in accordance with the Scope of Work referenced in Exhibit A. Except as provided in Sections 6 and 19 below, this Contract shall automatically renew each year upon the anniversary date of July 1St, for an additional 12 month period, unless terminated with at least 30 days advance written notice from one party to the other. 4. COMPENSATION: A. TERMS. Compensation to the Contractor shall be as set forth in Exhibit-B attached hereto and made a part hereof. B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING. Contractor shall not be compensated for any services rendered in connection with its performance of this Contract, which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager or the City Manager's designee (hereinafter "City Manager" shall include the City Manager's designee). Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by City and Contractor at the time City's express written authorization signed by the City Manager is given to Contractor for the performance of said services. rev 6-20-2012 2 City of Atascadero AGP Video, Inc. 5. SUPERVISON, LABOR AGREEMENTS AND PERSONNEL: A. CONTRACTOR SUPERVISES PERSONNEL. The Contractor shall have the responsibility for supervising the services provided under this Contract, hiring of personnel, establishing standards of performance, assignment of personnel, determining and affecting discipline, determining required training, maintaining personnel files, and other matters relating to the performance of services and control of personnel. The City Manager may use any reasonable means to monitor performance and the Contractor shall comply with the City Manager's request to monitor performance. B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS. The City acknowledges that the Contractor may be obligated to comply with bargaining agreements and/or other agreements with employees and that the Contractor is legally obligated to comply with these Contracts. It is expressly the intent of the parties and it is agreed by the parties that the Contractor's performance shall not in any manner be subject to any bargaining agreement(s) or any other agreement(s) the Contractor may have covering and/or with is employees. C. APPROVAL OF STAFF MEMBERS. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff assigned to perform the services required under this Contract. Contractor shall notify City of any changes in Contractor's staff to be assigned to perform the services required under this Contract and shall obtain the approval of the City Manager of a list of all proposed staff members who are to be assigned to perform services under this Contract prior to any such performance. 6. TERMINATION: A. 30 DAYS NOTICE. The City, upon thirty (30) days advance written notice, may terminate this Contract, without cause, at any time. In the event of such termination, Contractor shall be compensated for non-disputed fees under the terms of this Contract up to the date of termination. B. OBLIGATIONS SURVIVE TERMINATION. Notwithstanding any termination of this Contract, Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Contractor, and the City may withhold any payments due to Contractor until such time as the exact amount of damages, if any, due the City from Contractor is determined. All of the indemnification, defense and hold harmless obligations in this Contract shall survive termination. rev 6-20-2012 3 City of Atascadero AGP Video, Inc. 7. CHANGES: The City or Contractor may, from time to time, request changes in the scope of the services of Contractor to be performed hereunder. Such changes, including any increase or decrease in the amount of Contractor's compensation and/or changes in the schedule must be authorized in advance by both Parties in writing. Mutually agreed changes shall be incorporated in written amendments to this Contract. Any increase in the amount of Contractor's compensation and/or changes in Exhibit A and or Exhibit B must be authorized in advance by the City Manager. 8. PROPERTY OF CITY: A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF CITY. It is mutually agreed that all materials prepared by the Contractor under this Contract are upon creation and shall be at all times the exclusive property of the City, and the Contractor shall have no property right therein whatsoever. City agrees that Contractor shall bear no responsibility for any reuse of the materials prepared by the Contractor if used for purposes other than those expressly set forth in the Intended Use of Contractor's Products and Materials section of this Contract. Contractor shall not disseminate any information or reports gathered or created pursuant to this Contract without the prior written approval of City including without limitation information or reports required by government agencies to enable Contractor to perform its duties under this Contract and as may be required under the California Public Records Act excepting therefrom as may be provided by court order. Contractor will be allowed to retain copies of all deliverables. B, CONTRACTOR TO DELIVER CITY PROPERTY. Immediately upon termination, or upon the request by the City, the City shall be entitled to, and the Contractor shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials and property of the City as may have been prepared or accumulated to date by the Contractor in performing this Contract. Contractor will be allowed to retain copies of all deliverables to the City. 9. CONFLICTS OF INTEREST: A. CONTRACTOR covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor's performance of services under this Contract. Contractor further covenants that in the performance of this Contract, Contractor shall take reasonable care to ensure that no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Contract. Contractor agrees to include language similar to this Section 9(A) in all contracts with subcontractors and agents for the work contemplated herein. rev 6-20-2012 4 City of Atascadero AGP Video, Inc. o. > 10. CONFIDENTIAL INFORMATION: A. ALL INFORMATION KEPT IN CONFIDENCE. All materials prepared or assembled by Contractor pursuant to performance of this Contract are confidential and Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order. B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE. If Contractor or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, the City has the right to reimbursement and indemnity from party releasing such information for any damages caused by the releasing party's, including the non-releasing party's attorney's fees and disbursements, including without limitation expert's fees and disbursements. C. COOPERATION. City and Contractor shall promptly notify the other party should Contractor or City, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Contract and the work performed thereunder or with respect to any project or property located within the City. City and Contractor each retains the right, but has no obligation, to represent the other party and/or be present at any deposition, hearing or similar proceeding. Contractor and City agree to cooperate fully with the other party and to provide the other party with the opportunity to review any response to discovery requests provided by Contractor or City. However, City and Contractor's right to review any such response does not imply or mean the right by the other party to control, direct, or rewrite said response. 11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES: A. CONTRACTOR PROPERTY. Contractor shall furnish all necessary labor, supervision, equipment, communications facilities, and supplies necessary to perform the services required by this Contract. City acknowledges that all equipment and other tangible assets used by Contractor in providing these services are the property of Contractor and shall remain the property of Contractor upon termination of this Contract. B. SPECIAL SUPPLIES. City shall be responsible for supplying any special supplies, stationary, notices, forms or similar items that it requires to be issued with a City logo. All such items shall be approved by the City Manager and shall be provided at City's sole cost and expense. 12. COMPLIANCE WITH LAW: rev 6-20-2012 5 City of Atascadero AGP Video, Inc. �✓ A. COMPLIANCE REQUIRED. Contractor shall keep itself informed of applicable local, state, and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Contract. Contractor shall observe and comply with all applicable laws, ordinances, regulations and codes of federal, state and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. Contractor shall at all times hold a valid contractor's license if performing any function or activity for which a license is required pursuant to Chapter 9 (commencing with section 7000) of Division 3 of the California Business and Professions Code, and Contractor shall provide a copy of the license(s) upon the request of the City. The City, its officials, officers, elected officials, appointed officials and employees shall not be liable at law or in equity as a result of any failure of contractor to comply with this section. B. PREVAILING WAGES. In the event it is determined that the Contractor is required to pay prevailing wages for the work performed under this Agreement, the Contractor shall pay all penalties and wages as required by applicable law. 13. SUBCONTRACTING: None of the services covered by this Contract shall be subcontracted without the prior written consent of the City Manager. Contractor shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Contractor. 14, ASSIGNABILITY: Contractor shall not assign or transfer any interest in this Contract whether by assignment or notation. However, claims for money due or to become due Contractor from the City under this Contract may be assigned to a financial institution, but only with prior written consent of the City Manager. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City. The rights and benefits under this agreement are for the sole and exclusive benefit of the City and this Contract shall not be construed that any third party has an interest in the Contract. 15. LIABILITY OF CONTRACTOR.- Contractor ONTRACTOR:Contractor shall be responsible for performing the work under this Contract in a manner which is consistent with the generally accepted standards of Contractor's profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Contractor or its employees, agents, contractors or subcontractors. rev 6-20-2012 6 City of Atascadero AGP Video, Inc. t I6. INDEMNIFICATION: A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY. When the law establishes a professional standard of care for Contractor's Services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorneys fees and costs to the extent same are caused in whole or in part by any negligence or wrongful act, error or omission of Contractor, willful misconduct, or recklessness of its officers, agents, employees or subcontractors (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this agreement. B. INDEMNIFICATION FOR OTHER THAN PROFESSIONAL LIABILITY. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor or by any individual or entity for which contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor. C. GENERAL INDEMNIFICATION PROVISIONS. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section for each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this agreement. In the event contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successor, assigns or heirs of Contractor and shall survive the termination of this agreement or this section. 17. INSURANCE: Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 18. RECORDS: Contractor shall maintain complete and accurate records with respect to labor costs, material expenses, parcels abated or serviced and other such information required by City that relates to the performance of services under this Contract. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible and in a form acceptable to the City, which the rev 6-20-2012 7 City of Atascadero AGP Video, Inc. � xn City may specify and change from time to time. Contractor shall provide free access to the representatives of City or its designees, at reasonable times, to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to this Contract. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 19. MISCELLANEOUS PROVISIONS: A. ASSIGNMENT OR SUBSTITUTION. City has an NONDISCRIMINATION / NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply to the fullest extent allowed by law, with all applicable local, state, and federal laws relating to nondiscrimination. B. UNAUTHORIZED ALIENS. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Contractor hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. C. GOVERNING LAW. The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Contract and also govern the interpretation of this Contract. Any litigation concerning this Contract shall take place in the San. Luis Obispo Superior Court, federal diversity jurisdiction being expressly waived. D. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Contractor by this Contract. In recognition of that interest, neither any complete nor partial assignment of this Contract, may be made by Contractor nor changed, substituted for, deleted, or added to without the prior written consent of City which consent shall not be unreasonably withheld. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Contract entitling City to any and all remedies at law or in equity, including summary termination of this Contract. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Contract. E. ENTIRE CONTRACT. This Contract constitutes the entire Contract and understanding between the parties relative to the services specified herein and there are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in this Contract and this Contract supersedes all prior understandings, agreements, courses of conduct, prior dealings among the parties and documentation of any kind without limitation. rev 6-20-2012 8 City of Atascadero AGP Video, Inc. M. o.FZ F. AMENDMENTS. This Contract may be modified or amended, or any of its provisions waived, only by a subsequent written agreement executed by each of the parties. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. G. CONSTRUCTION AND INTERPRETATION. Contractor and City agree and acknowledge that the provisions of this Contract have been arrived at through negotiation and that each party has had a full and fair opportunity to revise the provisions of this Contract and to have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or interpreting this Contract shall not be resolved against the drafting party. The titles of the various sections are merely informational and shall not be construed as a substantive portion of this Contract. I-t. WAIVER. The waiver at any time by any party of any of its rights with respect to a default or other matter arising in connection with this Contract shall not be deemed a wavier with respect to any subsequent default or other matter. I. SEVERABILITY. The invalidity, illegality or unenforceability, of any provision of this Contract shall not render the other provisions invalid, illegal or unenforceable. J. NOTICES. All invoices, payments, notices, demands, requests, comments, or approvals that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties (deemed to have been received three (3) business days after deposit in the U.S. Mail) at the following addresses: City: City of Atascadero City Manager 6907 El Camino Real Atascadero, CA 93422 Contractor AGP Video, Inc. Steve Mathieu, CEO 1600 Preston Lane Morro Bay, CA 93442 Each party may change the address at which it gives notice by giving ten (10) days advance, written notice to the other party. K. AUTHORITY TO EXECUTE. The person or persons executing this Contract on behalf of Contractor warrant and represent that they have the authority to execute this Contract on behalf of their agency and further warrant and represent that they have the authority to bind Contractor to the performance of its obligations hereunder. rev 6-20-2012 9 City of Atascadero AGP Video, Inc. AGREED to this ZZ day of 2012 by the parties as follows. Approved as to form: AGP VIDEO, INC. Stev Mat W, CE Approved as to form: CITY OF ATAS ADERO By: kB, : Brian Pierik, City Attorney Wade G/ Nk inney, City Manager rev 6-20-2012 10 EXHIBIT A Scope of Work • Unless otherwise requested, set up video and production equipment at all regularly scheduled City Council meetings and record and broadcast said meetings from the be to end of the meeting. Regularly scheduled Council meetings occur on the 2"a and 4th Tuesdays of each month at 6:00 p.m. • Meetings of the Planning Commission, special meetings (meetings other than regularly scheduled meetings) of the City Council or the Planning Commission, or other City sponsored meetings or events, may be broadcast at the discretion of the City Manager but will not automatically be broadcast as part of this agreement. The City Manager will give AGP Video, Inc. 48 hours notice if a decision is made to broadcast a special meeting or event. • "Broadcast" shall include distributing the meeting live and as a recorded presentation on cable systems, providing for live internet streaming, and supplying video archiving services of past meetings. • Maintain all services necessary for cable broadcasting, recording, web-based video archiving, and webcasting/internet streaming (refer also to terms listed under "Compensation"). • Provide channel management and maintenance of the government television channel including program scheduling, channel maintenance and support, and including providing an interface with the cable company. Hardware costs associated with Channel management and support will be borne by the City. • Maintain and provide to the City a well-trained, professional, attentive and conscientious staff to operate live cameras and monitor broadcast quality when recording/broadcasting council meetings. • Provide a 24/7 response in the case an issue with the broadcasting/recording/video streaming system arises. 658615.1 DRAFT 0614/01 4:33 PM A-1 EXHIBIT B Compensation • Per meeting price for broadcasting meetings (2 hr minimum) plus equipment setup and delivery charge. A base meeting time of up to two hours will be compensated at a rate of$550 (up to and including two hours). Overtime rate will be charged at $130 per hour, billed in 15 minute increments, rounded up. • Monthly equipment rental cost related to broadcasting: AGP will receive $30 per month for the use of AGP owned equipment used to make a complete complement that allows for broadcasting the playback of meetings on the channel and over the Internet. • Monthly cost to stream and archive meetings `on demand': The rate to provide encoding, live streaming and archiving services for City meetings, including Key Point Indexing (KPI) by agenda item and search capabilities is $750 per month • Additional costs $500 per month for channel management and maintenance of the government television channel. • Any additional services authorized by the City of Atascadero, not included in the scope of services as defined by this contract, must be approved in the form of a City of Atascadero Change Order, prior to performing additional work. All additional work authorized by a City of Atascadero Change Order will be compensated at the same unit cost for the defined services as agreed to in the attached contract. • Payment to the contractor in excess of the contract amount as stated herein will not be made unless written authorization is executed prior to the date of the additional requested work. Any charges incurred outside of these contract terms will not be authorized for payment. rev 5/1/06 B'2 7921 19.3 EXHIBIT C Additional Provisions 1. While the City maintains ownership of all recordings, broadcasts, etc. AGP Video, Inc. has permission to reproduce meetings on the City's behalf onto media at the request of members of the public or the City. rev 5/1/06 B-3 7921193 EXHIBIT D INSURANCE REQUIREMENTS ENTS 'OR CON'T'RAC'T'ORS Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. Minirrara_m Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2. Insurance Services Office Form Number CA 0001 covering Automobile Liability, code l (any auto) 3. Workers' Compensation insurance as required by the State of California and Employer's Liability insurance(for lessees with employees). Minimum Limits of Insurance Lessee shall maintain limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability $1,000,000-per accident for bodily injury and property damage. 3. Employer's Liability $1,000,000 per accident for bodily injury or disease. 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 shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Lessee shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. rev 5/1/06 13-4 792119.3 Other Insurance Provisions The general liability and automobile policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees and volunteers are to be covered as insureds with respect to liability arising out of automobiles owned, leased,hired or borrowed on behalf of the contractor; and with respect toliability arising out of work or operations performed by on on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance or as a separate owner's policy (CG 20 10 11 85) 2. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4. Coverage shall not extend to any indeminity 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. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANIL Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on other than the City's forms, provided those endorsements or policies conform to the requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required--insurance policies, including endorsements effecting the coverage required by these specifications at any time. Subcontractors Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. rev 5/1/06 B'b 792119.3 .r ,m>r �t , , : .:...:..at�;,.:r-,...:..:.......:.G:ra �°• ... :. o-d:.: �.. k fi•7x�r. .�4�c,!.... ... ..Y ..17" Vw WIN.. -._ ... PURCHASE - i"1©ER NO R 50 F VEN.DOR:N4:ME/fiDDRES:S:' SEND L INVOICE TO." City BaAta�soadero 6907L{ GaWffho yea l :.. .:. '. At,.s adero, GA 93422 AUp Ad 0Lin is Payable . `'- ,t R' ^�Tla P fiICE ACCOUNT NO w .,,. , � r!: u .v ,T v ,e e /✓ ( Y : i - --_ - ...........:........... . -f ^ : e : II • J w; i I u! .t „ .., .:.�.. . ":,, '' X111 �+v?�S?.L�::',e:. .;=+t.:^•�^�. ",ycr':"�. - %�:.�v�`zii:w�s:;"�• J 'X,.T. s a r-4 v C F.+ .:2.. , ..MP. r GIS' AG — icll�{i+t, •rte ,..x:..:.,.. �k{d'�w?"`aT',-rd'-'�:..r.�:�'`�yc::,?"."':.• v"i-bw,rrAAu:� �s�kx`."�'^xu,.:.. ...,_... ..... .i..�.,..r. ..v. ,#w�.3i`.+ntir:��.v DATE: 6/03103 1�" CHID_9 Atascadero C _. Staff Report - City Manager's Office Renewal of Contract with AGP Video, Authorization to Adopt State Video Services Franchise Agreement and impose PEG Fees, and Modifications to Existing Broadcast Services RECOMMENDATIONS: Council: 1. Authorize the City Manager to enter into a two-year contract with AGP Video of Morro Bay to provide broadcasting and channel management services for the City's cable channel; and, 2. Direct staff to prepare an ordinance relinquishing the local franchise agreement between the City of Atascadero and Charter Communications in lieu of adopting the State video services franchise and negotiate a side letter between Charter Communications and the City of Atascadero; and, 3. Direct staff to prepare an ordinance imposing a Public Education Government Access Pee on Cable subscribers of up to 1% of revenues received from cable television services; and, A. Discontinue archiving of video of meetings via the internet (audio and video streaming and audio archiving will continue); and, 5. Discontinue broadcasting of Planning Commission meetings. BACKGROUND: At the City Council meeting of April 28, 2009, the Council received a presentation from staff providing recommendations for reducing the costs of broadcasting City Council and Planning Commission meetings over television, radio, internet, and other mediums. The report discussed several service delivery options and limitations. The Council directed staff to return with more information on cost breakdowns of camera systems, and other options for providing services at a lower cost while keeping intact as many broadcasting options as possible_ Since this time, staff has had further discussions with Charter Communications, AGP Video, and a variety of other service providers. This report will seek to provide information on the costs to the City under the current and ITEM NUMBER: C - I DATE: 6/09/09 proposed agreement with AGP, provide a cost breakdown for an in-house system and the potential return on investment of such a system, discuss changes to the existing franchise agreement with Charter Communications and provide options for providing services in as cost effective a manner as possible. DISCUSSION: Costs of AGP Contract and Contract Renewal The City currently utilizes the services of AGP Video of Morro Bay for the recording of City Council and Planning Commission meetings. AGP Video has been providing these services for approximately two years and remains the only company in the area that is able to temporarily set up full broadcasting systems for the City's public meetings. ADP's services are also used for Internet web streaming and video archiving. AGP Video streams meetings live over the Internet and stores the meetings on a server so that they can be viewed at a later date. The cost for these services for the past year, April 2008 through March 2009 was approximately $44,000. An additional charge of $750.00 was put into place on December 1, 2008 for internet streaming and archiving, increasing costs by $9,000 per year. The current agreement with AGP was extended until June 1 , 2009. A new two-year agreement has been drafted that would take effect once implemented. Staff recently met with AGP Video to further discuss components of the new agreement, service options and costs. The components of the new agreement are as follows: ® $550.00 per meeting for set up of equipment and two hours of staffing. $130.00 per hour for each additional hour of broadcast. e $30.00 per month for the use of AGP owned equipment. S $750.00 per month to stream and archive meetings, 0 $500-00 per month for channel management and maintenance of the government television channel. The average annual cost for these services is estimated at $48,000. This is broken down by: City Council Meetings ($550 + $260 for additional two hours x 22 meetings) = $17,820 Planning Comm. Meetings ($550 + $130 for 12 add'I hours x 24 meetings) = $14,760 Equipment Charges ($30 x 12) = $360 Internet Streaming and Archiving ($750 x 12) = $9,000 Channel Management ($500 x 12) = $6,000 ITEM NUMBER: C -1 DATE: 6/09/09 As a way to reduce costs, the AGP agreement also proposed buying a computer system for $4,800. The system would simultaneously place all content showing on Channel 20 on the Internet. Therefore, for two weeks, meetings would be shown over the Internet as well as other content on the cable channel. This would allow streaming to continue live and would show meetings for those that missed the meeting for a certain period. This system would not provide a video archive. Once purchased, the system would not have an ongoing monthly cost. Franchise Agreement" with Charter Communications and PEG Fee In January 2007, the City Council directed staff to begin broadcasting City Council and Planning Commission meetings over the Charter Communications cable system on the government access channel (Channel 20). Additionally, the Council directed staff to look into the design and installation of an in-house carnera system and negotiate with Charter Communications over the possible imposition of a Public, Educational and Government (PEG) fee of 1% of cable revenues to support the acquisition of broadcasting equipment. It was estimated at that time that the PEG fee would generate approximately $41,000 annually which could be used to purchase the equipment. In 2008, it was determined that under the City's existing cable franchise agreement, the City did not have the right to impose a PEG fee. Additionally, Charter was unwilling to allow the City to charge this fee to purchase broadcasting equipment. At this time, the City could have relinquished the local franchise agreement that expires In 2016 and entered into the State franchise agreement. Under the State franchise agreement, the City would be authorized to collect PEG funds, however, staff recommended against going to the State franchise agreement primarily because the City would no longer be entitled to free cable services and use of the fiber connectivity between City facilities (Charter owns and maintains this). Payment for these services could be quite expensive. Additionally, the City would lose certain enforcement over customer service, and there was uncertainty as to how the franchise would actually function. As a result, up until the summer of 2008, staff continued to negotiate with Charter Communications to come up with a viable solution for obtaining additional revenues to assist in acquiring a. permanent camera system. A variety of partnerships and alternatives were studied, but none of these ended up being of significant benefit to the City, and Charter Communications was not willing to assist us in purchasing the equipment or working with the City to develop additional revenues. The negotiations ended and staff realized that if the City were to purchase a permanent system, funding would need to come from City resources. Staff recently learned that Charter Communications believed our franchise had expired and as a result they enrolled the City under the State franchise, This was done without our consent. Staff had a very productive meeting on this topic with Charter to discuss how to proceed from here. While the City has the option to return to the local franchise agreement or argue that we still are operating under It, Char-ter has made an offer to the City that deserves consideration. The leading reason staff did not recommend going to the State franchise was that the City did not want to lose free use of the fiber loop 1TEM NUMBER: C - I DATE: 6/09109 connecting all City facilities and the cable lines in and out of City facilities. Charter has agreed to honor this existing right through 2016 via a side letter of agreement. With this agreement, the City now has financial incentive to follow the State franchise. The State franchise has now been in effect for a few years, and it appears that customer service complaints from jurisdictions under the franchise (complaints are minimal in Atascadero) are being dealt with seriously by the State's Public Utilities Commission staff. Market competition has increased for pay-TV services as well, and customer service is in the company's best interest. Consumers also now have several options for accessing television that weren't available several years ago. At this point, after analysis by the City Attorney and staff, it appears it would be advantageous to adopt the State franchise. If the City adopts the State franchise, the Council may choose to adopt a PEG fee of up to 1% of cable revenues. This amount would be paid by the approximately 5,500 Atascadero cable customers on their monthly cable bill and could range from about $0.25 to $1-30 per subscriber per month, depending on the type of cable package subscribed to. If a PEG fee were set at 1%, this could generate between $35,000 and $45,000 per year depending on cable revenues. PEG fees may be used for the purchase of capital equipment related to broadcasting of public meetings and events. In other words, these funds could be used to buy an in-house camera system, control boards, broadcasting equipment, etc., but the money could not be used to pay for operating the equipment. Costs of In-House Camera System and Financial Analysis Staff estimates that the cost of an in-house, installed camera system comparable to the current system would cost between $30,000 - $40,000 depending on the exact characteristics and quality of the system chosen. This cost includes cameras, control equipment, connectors, transmitters and receivers. There would be additional costs for any desired modifications to the back room where the equipment is stored and for the equipment used to distribute the signal to Charter Communications. If a PEG fee were collected, the costs of purchasing and maintaining a system could be covered by the lee. 'However, if the Council is not interested in a PEG fee, funds would need to be obtained or loaned from another funding source. Investing in a camera system would save the City some operating costs under the existing AGP contract and would also potentially open up competition and other alternatives for camera operators, Without a camera system, the current agreement has a per meeting cost of $810 for a four-hour meeting and $680 for a three hour meeting. If the City had its own camera equipment, the amount would drop to $680 for a four-hour meeting and $570 for a three-hour meeting. Having the equipment installed would result in a per meeting savings of between $110 and $130. Savings would increase by $20 per hour per meeting for each meeting over four hours. Assuming the City Council continues to televise Planning Commission meetings, the annual savings under the AGP contract would be approximately $5,260. This assumes ITEM NUMBER: C - 1 DATE: 6/09/09 22 four-hour Council meetings, 12 three-hour Planning Commission meetings, and 12 two-hour Planning Commission meetings. If the City Council discontinues the broadcast of Planning Commission meetings, annual savings would be $2,860. At this savings rate, the breakeven point based on just capital costs of $35,000 would be between 6 1/2 and 12 years. This amount does not include depreciation; and even on the lower side of six years, the cameras would likely be obsolete and/or require replacement. If another vendor could be selected that could operate the cameras and produce the meeting footage for less than the AGP contract rate then the breakeven point could be shorter. Nonetheless, the breakeven point is potentially lengthy and staff would recommend that if the Council wants to purchase an in-house system, a PEG fee should be collected. Having an in-house system does come with several benefits, including- * Broadcast of press conferences/essential information during emergencies ® Recording and broadcasting a wider array of events, meetings and items of interest. ® Recording and broadcasting community events- * Possible revenue by rental of the system for video conferencing or recording of meetings by other groups, Other Options for Video/Audio Broadcasting Services To reduce costs and redundancies, staff was suggesting reducing ways in which meetings are broadcast to the public. Meetings are currently broadcast on television, radio, live on the Internet by audio and video, archived for on-demand viewing by audio and video, DVDs are available for purchase or free viewing at City hall, and all documents are available online. In the recommendation, staff was attempting to reduce the costs of Internet streaming and archiving for an annual savings of $9,000. The City Council asked staff to return with other options for reducing costs without reducing services. Staff is still recommending elimination of the current AGP streaming and archiving services for a savings of $9,000. Staff believes that by using a combination of existing equipment and the purchase of certain specialty hardware and software, a system similar to what AGP has suggested could be put together. PEG fees may be able to be used for this purchase. The system would provide the live streaming of meetings and other content being shown on Channel 20 through the City's web portal thus giving access to people who can't watch the meeting via cable or listen via radio. Audio archiving of all past meetings will still be available on the City's website. If someone wanted a video archive after a certain meeting finished running on Channel 20, a DVD could be ordered from AGP or an appointment could be made to watch the DVD for free at City Hall. ITEM NUMBER: C - I DATE: 6/09/09 Planning Commission Meetings The Council asked for more information regarding the cost of broadcasting Planning Commission meetings. As previously mentioned, it is estimated that broadcasting Planning Commission meetings will cost $14,760 this year. This assumes 24 meetings are held during the course of the year and that 12 of the meetings have duration of two hours or less and the other 12 meetings have duration of three hours or less. Staff Is recommending cancelling the broadcast of these meetings and is seeking Council direction as to whether or not to continue to broadcast Planning Commission meetings. FISCAL IMPACT, The total cost of the contract as recommended is $24,240. The 2009-11 Budget has reduced the amount available for video broadcasting and streaming by $20,000. Should the Council wish to continue all services, other programs will need to be reduced. ALTERNATIVES: 1) Request more information. ATTACHMENTS: None.