HomeMy WebLinkAboutC-8581-1 - PSA for Management of NBTV Programming and OperationsAMENDMENT NO. TWO TO
PROFESSIONAL SERVICES AGREEMENT
WITH NEWPORT BEACH & COMPANY FOR
MANAGEMENT OF NBTV PROGRAMMING & OPERATIONS
THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. Two") is made and entered into as of this 1st day of December, 2020
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and NEWPORT BEACH & COMPANY, a
California nonprofit corporation ("Consultant"), whose address is 1600 Newport Center
Drive, Suite 120, Newport Beach, California 92660, and is made with reference to the
following:
RECITALS
A. On February 1, 2019, City and Consultant entered into a Professional Services
Agreement ("Agreement") for Management of NBTV programming and operations
("Project").
B. On January 14, 2020, City and Consultant entered into Amendment No. One to
the Agreement ("Amendment No. One") to extend the term of the Agreement and
to increase the total compensation.
C. The parties desire to enter into this Amendment No. Two to extend the term of the
Agreement to April 30, 2021 and to update the insurance requirements in Exhibit
D.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on April 30, 2021, unless terminated earlier as set forth herein."
2. INSURANCE REQUIREMENTS
Exhibit D to the Agreement shall be amended and replaced in its entirety with
Exhibit D, attached hereto and incorporated herein by reference.
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:—A 10 a
n
By: '1n, ��r)
Jaron C. Harp Am j ' i- "°' I,*
City Attorney
ATTEST:
Date: 1911,
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: NOV 17 2020
By:
Gr e K. Leung
Ci anager
CONSULTANT: Newport Beach &
Company, a California nonprofit
corporation
Date:
Signed in Counterpart
By:
Gary Sherwin
Chief Executive Officer
Date:
Signed in Counterpart
By:
a- _ Lily Pearson
�`i��`��A Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit D – Insurance Requirements
Newport Beach & Company Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: "a
By: j \4i1 jJ
Baron C. Harp 'f^`
City Attorney
ATTEST:
Date:
IS
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
13
Grace K. Leung
City Manager
CONSULTANT: Newport Beach &
Company, a California nonprofit
Date:
By.____
Lily P�
Chief F
[END OF SIGNATURES]
Attachments: Exhibit D — Insurance Requirements
al Officer
Newport Beach & Company Page 2
EXHIBIT D
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary, umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
Newport Beach & Company Page D-1
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
Newport Beach & Company Page D-2
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
Newport Beach & Company Page D-3
judgment may be necessary for its proper protection and prosecution of the
Work.
Newport Beach & Company Page D-4
Franceschini, Melanie
From:
Customer Service <customerservice@ebix.com>
Sent:
Wednesday, September 09, 2020 12:57 AM
To:
Franceschini, Melanie; Insurance
Cc:
sagar@ebix.com
Subject:
Compliance Alert -Vendor Number FV00000207
[EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe.
This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of
insurance requirements. FV00000207 Newport Beach & Company
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.
OO
Iii
AMENDMENT NO. ONE TO
LJ PROFESSIONAL SERVICES AGREEMENT
WITH NEWPORT BEACH & COMPANY FOR
MANAGEMENT OF NBTV PROGRAMMING & OPERATIONS
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 14th day of January, 2020
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and NEWPORT BEACH & COMPANY, a
California nonprofit corporation ("Consultant"), whose address is 1600 Newport Center
Drive, Suite 120, Newport Beach, California 92660, and is made with reference to the
following:
RECITALS
A. On February 1, 2019, City and Consultant entered into a Professional Services
Agreement ("Agreement") for management of NBTV programming and operations
("Project").
B. The parties desire to enter into this Amendment No. One to extend the term of the
Agreement to January 31, 2021 and to increase the total compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on January 31, 2021, unless terminated earlier as set forth herein."
2. COMPENSATION TO CONSULTANT
2.1 Section 4.1 of the Agreement is amended in its entirety and replaced with
the following: "City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit C and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Two Hundred Seventy Six
Thousand Eight Hundred Forty Eight Dollars and 44/100 ($276,848.44), without prior
written authorization from City. Additionally, the City has allocated a contingency amount
of Eleven Thousand One Hundred Seventy Four Dollars and 80/100 ($11,174.80) for
unexpected costs, for a total not to exceed amount of Two Hundred Eighty Eight
Thousand Twenty Three Dollars and 24/100 ($288,023.24). No portion of the
contingency shall be expended without prior written approval of City's Project
Administrator. No billing rate changes shall be made during the term of this Agreement
without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed One
Hundred Seventeen Thousand Two Hundred Eight Dollars and 44/100
($117,208.44).
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Newport Beach & Company Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 1z -1-2-a9
By: (%)
A on C. Harp
City Attorney
ATTEST:
Date: % a oo
im y: eu " , i J&) i
14 , row AM
-
City Clerk
Q-l.I FO R%
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 'A-1j2,c.v
Will O'Neill
Mayor
CONSULTANT: Newport Beach &
Company, a California nonprofit
corporation
Date: /•_l S,-Iow
By: a &-) :n�
Lily Pea on
Chief Fi ancial Officer
[END OF SIGNATURES]
Newport Beach & Company Page 3
1
n�
00
I'n PROFESSIONAL SERVICES AGREEMENT
00 WITH NEWPORT BEACH & COMPANY FOR
V MANAGEMENT OF NBTV PROGRAMMING & OPERATIONS
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 1st day of February, 2019 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),
and NEWPORT BEACH & COMPANY, a California nonprofit corporation ("Consultant"),
whose address is 1600 Newport Center Drive, Suite 120, Newport Beach, California
92660, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide management of NBTV programming
and operations ("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
E. On January 8, 2019, the City Council considered Project proposals, and after due
consideration, selected Consultant, and authorized the City Manager to execute a
Professional Services Agreement with Consultant, subject to approval by the City
Attorney, for a one-year term, for a total not to exceed amount of One Hundred
Seventy Thousand Eight Hundred Fourteen Dollars and 80/100 Cents
($170,814.80).
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows. -
1 .
ollows:1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on January 31, 2020, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and in accordance with the NBTV Guidelines
("Guidelines") attached hereto as Exhibit B, both of which are incorporated herein by
reference ("Services" or "Work"). City may elect to delete certain Services within the
Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit C and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed One Hundred Fifty Nine
Thousand Six Hundred Forty Dollars and 00/100 ($159,640.00), without prior written
authorization from City. Additionally, the City has allocated a contingency amount of
Eleven Thousand One Hundred Seventy Four Dollars and 80/100 ($11,174.80) for
unexpected costs, for a total not to exceed amount of One Hundred Seventy Thousand
Eight Hundred Fourteen Dollars and 80/100 ($170,814.80). No portion of the
contingency shall be expended without prior written approval of City's Project
Administrator. No billing rate changes shall be made during the term of this Agreement
without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
Newport Beach & Company Page 2
the number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit C to this Agreement or specifically approved in writing in advance by
City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit C.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Gary Sherwin to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. City's Deputy
City Manager or designee shall be the Project Administrator and shall have the authority
to act for City under this Agreement. The Project Administrator shall represent City in all
matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
Newport Beach & Company Page 3
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Agreement, any Work
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
Newport Beach & Company Page 4
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit D, and incorporated herein by reference.
Newport Beach & Company Page 5
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
Newport Beach & Company Page 6
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
Newport Beach & Company Page 7
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn- Deputy City Manager
City Manager's Office
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Gary Sherwin
Newport Beach & Company
1600 Newport Center Drive, Suite 120
Newport Beach, CA 92660
Newport Beach & Company Page 8
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
Newport Beach & Company Page 9
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Newport Beach & Company Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: of • Z%(• 1'7
By:� P (a F r
ron C. Harp (-j&JQ
City Attorney
ATTEST:
Date:
By:
a444j., hM__
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
t2��
Gr c . Leung
C anager
CONSULTANT:
Company, a
corpor�t
Date.;,' �
Gafy erwi
Chief Execu;
Date:
Newport Beach &
California nonprofit
By-.—
Lily
y:
Lily r o
Chief ' ancial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — NBTV Guidelines and Regulations
Exhibit C — Schedule of Billing Rates
Exhibit D — Insurance Requirements
Newport Beach & Company Page 11
EXHIBIT A
SCOPE OF SERVICES
Newport Beach Television ("NBTV") is a government access channel as provided by the
Cable Communications Policy Act of 1984 created for the dissemination of government -
related information to the viewing public. NBTV shall provide information to the residents
of Newport Beach concerning the City of Newport Beach's ("City") government -related
functions, activities, programs, services, and issues.
The City owns NBTV and all content and digital accounts created by the Consultant as a
part of the work being performed under this contract. The City shall be provided
administrative and ownership access to any social media accounts or other similar items
requiring a login and/or password. Each social media account shall comply with the City's
Council Policy D5: Digital Communications, social media policies, and connected to the
City's archiving platform.
Consultant shall adhere to the NBTV Guidelines and Regulations as attached to the
Agreement as Exhibit B.
Consultant shall be responsible for providing production and administrative services for
the programming, operation, and management of NBTV. The City shall retain ownership
of NBTV programs produced, video footage created for use in programs (B -roll), and any
field and edit bay equipment owned directly by the City during the term of this Agreement
for services.
The following represents major categories of services that shall be provided by
Consultant:
1. Regular and Recurring Meetings
City Council and Planning Commission meetings occur as follows:
• City Council meetings (regular, special and emergency), approximately 24
per year.
• Planning Commission meetings, approximately 24 per year.
For these meetings, Consultant shall provide video production services, to include
camera operation, editing, and postproduction.
2. Video Production Services
Consultant shall:
a. Provide video production (concept development, camera operation, editing,
postproduction, etc.), and broadcast all meetings and programs as
described herein;
b. Provide scheduled and unscheduled production and editing services for the
development of programming as described herein;
Newport Beach & Company Page A-1
c. Coordinate lighting and audio levels, design sets, camera operations,
editing and production of all programming; and
d. Create and develop program scripts and interview questions, arrange
interviews, and provide show hosts as needed.
Programming shall include, but is not limited to the following (also included is an
estimated number of production hours required for each program, based on
historical production information):
Program Title
Duration & Frequency
Production Hours (Est.)
Speak Up Newport
45-60 minutes; monthly
4 production hours
Wake Up Newport
45-60 minutes; monthly
12-14 production hours
Village Green
30 minutes; monthly
12-14 production hours
Beyond the Canvas
60 minutes, 10x year
16 production hours
Medicine in your Backyard
60-90 minutes, 10x/year
12-14 production hours
NB Talk
30 minutes, monthly
14 production hours
Sunday Musicale
60-75 minutes, 10x/year
12-14 production hours
Various PSA's
2 per month
8-10 production hours
(ea.)
City and Community
Events
60 minutes, 1-2 events
monthly
16-18 production hours
(ea.)
3. General Administration/Channel Administration
Consultant shall:
a. Manage NBTV operations including broadcasts on applicable cable
channels, web stream content and other digital platforms in compliance with
applicable laws, policies, rules, and regulations;
b. Coordinate programming of NBTV and for web streaming, including airing
live meetings, and programs and short video for playback. Tasks include
loading, scheduling and monitoring playback quality;
c. Manage availability of production staff sufficiently to schedule, operate and
manage the production and broadcast of NBTV meetings, programs and
short videos;
d. Prepare production schedules;
e. Provide video duplication services to the public, staff and City Council, and
assist City staff in responding to California Public Records Act requests
related to NBTV;
Newport Beach & Company Page A-2
f. Provide regular updates to the City Project Administrator describing the
programming produced during the reporting period, including metrics;
g. Adhere to operating and programming policies and procedures for use and
operation of the equipment, facilities, and channels, and recommend
modifications as necessary;
h. Coordinate proper file conversion for broadcast, computer and web -based
systems; and
i. Assist City staff with the maintenance and updating of NBTV's community
bulletin board.
4. Broadcast Services
Consultant shall:
a. Operate cable channel and manage digital streaming activities that result in
the airing of professional quality, City -approved programming;
b. Create and schedule fill programming such as public service
announcements, page displays, and other similar content to ensure smooth
progression between programs;
c. Organize and maintain video library and digital archives of multiple formats,
including the City's recorded meetings, show archives and historical
footage;
d. Manage and maintain music and special effects libraries; and
e. Produce and distribute a weekly schedule of programs and airing of
onscreen channel guides and coordinate with City staff to update NBTV's
community bulletin board.
5. Equipment
Consultant shall:
a. Ensure that NBTV field and editing equipment (cameras, monitors,
microphones, character generators, modulators, computers, hardware and
software, and other accessories) is maintained and handled with care and
supplies are stocked (tape, batteries, etc.) and only trained personnel
operate the NBTV equipment;
b. Consult with the City's Project Administrator of any necessary or
recommended equipment repairs or supply needs. The City Project
Administrator shall have sole and absolute discretion to coordinate
maintenance with the City's NBTV engineering contractor and to purchase
NBTV equipment or supplies, which will remain the property of the City;
c. Perform initial troubleshooting to assist in identifying and resolving technical
issues that may arise during the broadcast of a program or meeting; and
d. Coordinate channel operations needs with City staff or City's designated
equipment maintenance contractor for emergency or programming
operations issues.
Newport Beach & Company Page A-3
EXHIBIT B
NBTV GUIDELINES AND REGULATIONS
(SEE ATTACHED)
Newport Beach & Company Page B-1
The purpose of these regulations ("Guidelines") is to provide guidelines for the use of
Newport Beach Television ("NBTV"), a government access channel, and to describe its use
by the City of Newport Beach ("City"). NBTV is a government access channel as provided
for in the Cable Communications Policy Act of 1984. This Federal legislation establishes
government channels, educational channels and public channels for use by each of the
corresponding broad groups. Because NBTV is a government channel, there is no legal
requirement to broadcast any type of programming that is not government-sponsored.
NBTV is committed to programming that helps residents learn more about City programs,
their neighbors and about important issues facing the area in general.
II. NBTV Objectives
The objectives for use of NBTV are as follows:
1. To serve as an on-going source of government information for the residents of and
visitors to Newport Beach.
2. To increase public knowledge of the functions and responsibilities of City
government, and of the functions of the various City departments, Commissions,
Boards and Committees.
3. To serve as the official information center in the case of a local emergency situation
( i.e., flood, earthquake, fire, crime, etc.).
4. To supplant the public safety awareness efforts of the City's Police Department and
Fire Department.
5. To enhance awareness of local history, culture, issues and activities.
6. To provide programs that facilitate and encourage an aware and educated electorate.
III. Programming Guidelines
NBTV will provide information to the residents of Newport Beach concerning the functions,
activities, programs, and issues of the City. NBTV is not intended to be used as a political
forum by an individual or group, nor as a mechanism for building exclusive support for a
particular person, program, or issue. Use of the channel shall be governed by the operating
procedures set forth herein, and by the rules of the Federal Communications Commission
("FCC") as they may apply to the operations of NBTV. Due to the diversity of opinions held
by individuals, 100 -percent agreement on programming content is impossible. Therefore,
opinions expressed on the channel may not necessarily reflect those of the City Council, the
City Manager, City Staff or the City's appointed officials and volunteers.
The City Manager or his/her designee reserves the right to review all programs, proposed
and/or completed, to determine compliance with the Guidelines. Any program under
consideration may be accepted as presented, may be turned down completely, or may be
given conditional approval. In the case of conditional approval, a program may be deemed
appropriate and worthy, except for stated objectionable or offensive program portions, which
may be listed as needing revision or deletion from the program. The presenter of the
program will then have the option of making all specified changes or withdrawing the
program from consideration altogether. Because NBTV is a government channel, there is
no legal requirement to broadcast any type of programming that is not government-
sponsored. In all circumstances, the City Manager or his/her designee has sole and
absolute discretion and will maintain final approval authority for NBTV programming.
IV. Programming Restrictions
1. NBTV will not telecast (e.g., present on NBTV broadcast), or allow to be telecast, any
programming containing the following:
(a) Paid advertising material. Paid advertising material includes, but is not limited to,
advertising by or on behalf of a candidate for public office or program material
made available without charge by persons, corporations, or institutions which
have a commercial interest in the subject matter. Grants accepted by the City
pursuant to the Guidelines shall not be considered advertising. This provision
shall not prevent the identification of persons or institutions providing grants or
contributions to underwrite the cost of programs unrelated to the commercial
interest of the donor or to programs which have a public interest overriding the
private commercial interests.
(b) Copyrighted material, unless express written consent or clearance for use has
been obtained.
(c) Programming which is prohibited by applicable Federal, State or local laws.
2. In the case of programs deemed to be worthy or of social or artistic value, but also
containing some program content or language that may be considered offensive to some
viewers, the following message may be run prior to the program, and during any natural
program break:
"The following program has been deemed worthy of telecast on NBTV, but contains
language or other program content that may be offensive to some viewers. Viewer
discretion and parental guidance are advised."
V. Sponsorship Guidelines
1. Who may be identified as a Sponsor:
a. Corporations or Divisions or Subsidiaries of a Corporation.
Page 2
b. Endowments and Foundations.
c. Individuals.
d. Any other group(s) that provides funding for NBTV programming.
2. General guidelines for determining acceptability of sponsorship include:
a. The City and the City Manager or his/her designee reserve the absolute right to
refuse sponsor support from entities that may be viewed as controversial or that
promote any product or position that may be contrary to the mission and goals of
the City.
b. The sponsor may not exercise editorial or any other control over the content of
any portion of NBTV's programming or shows.
c. NBTV's programming or shows will not promote a sponsor's products, services,
or other business interests. Sponsor credits may not create the perception that
there is a connection between the program content and the sponsor's products
or services.
d. Sponsor credits may not include:
i. Any call to action or solicitation to purchase a product.
ii. Superlatives.
iii. Direct comparisons.
iv. Price or value information.
v. Inducements to buy.
e. No one credit can exceed 60 seconds; a sequence of credits cannot exceed 360
seconds, without express written consent of the City Manager or his/her
designee.
3. The City Manager or his/her designee and the City retain the absolute right to reject or
modify any sponsor or sponsor's material for any reason or no reason at all.
VI. Political Broadcasts
Declared candidates for any elective public office and persons advocating any cause,
viewpoint, or policy, proposed or otherwise, will not be eligible to appear on NBTV, G.
except in a program or series where the format allows for all candidates or sides of an
issue to be heard on an equal basis and within the same format. Candidates for public
Page 3
office may appear on NBTV on a bona fide news program; a news documentary, if the
appearance of the candidate is incidental to presentation of the subject matter; or in
coverage of official City meetings such as City Council, Commissions, Boards or
Committees. The City Manager or his/her designee will make every effort to ensure that
any appearance, except as authorized above, by any qualified political candidate on
NBTV will abide by these restrictions, and will tailor such appearances so as to minimize
the fact of their candidacy.
Final authority on decisions on allowable program formats and appearances by qualified
political candidates are subject to the sole and absolute discretion of the City Manager
or his/her designee. Should an appearance by a qualified political candidate be
determined to fall outside of the categories of exempt programming mentioned above,
then the City Manager or his/her designee will afford equal opportunities to all other
candidates for that office. Equal opportunities include best efforts by the City Manager
or his/her designee to provide air -time on a similar day, at a similar time, and under
similar conditions as the prior telecast, and within as efficient and effective time period
as possible, but with no guarantee of being able to match telecast conditions exactly. All
decisions on equal opportunity program schedules will be made by the City Manager or
his/her designee and shall be final.
2. Programming by any other governmental group, individual, or entity not an official branch
of the City, may be allowed if the event or program to be taped is co-sponsored by the
City, or special permission is obtained from the City Manager or his/her designee.
3. Coverage of a candidate forum may be allowed if the forum adheres to the following
guidelines:
a. All candidates shall be invited.
b. The forum shall not exceed 4 hours.
c. The sponsoring group shall not endorse any candidate(s) prior to or during the
recording of the forum. After the forum is recorded, the sponsoring group may
endorse candidate(s).
d. Equal time slots shall be allowed for each candidate.
VII. Program Type
Programming viewed on NBTV will generally fall into one or more of the following
programming categories:
1. Emergency: May consist of live, taped, or alpha -numeric programming, shown at any
time, as emergency dictates. The purpose of this programming is to inform residents
of emergency situations, and to instruct viewers in evacuation, detour, notification,
and escape procedures. In the case of an emergency, regularly scheduled
Page 4
programming may be interrupted or canceled. The content and scheduling of any
emergency programming must be approved by the City Manager or his/her designee.
2. Live Programs: Live coverage of City Council and designated City Commission,
Board and Committee meetings take place as often as necessary. Meetings may be
carried gavel -to -gavel with or without editing or editorial comment.
3. Locally Produced Programs and Series: Many programs and series will be produced
by City staff, or a City consultant, and will be directly related to City issues or
government-sponsored programs, or will be of a general informational nature, such
as health, cultural, economic development or lifestyle programming.
4. Outside Programming: Pre -produced programming may be telecast on NBTV. Such
programming will be screened for suitability and compliance these Guidelines and
will be subject to final approval by the City Manager or his/her designee for
scheduling on NBTV.
5. NBTV Bulletin Board: A bulletin board style service used to display City -related
messages to the public. This mode of programming may be used as filler, when no
other video programming is scheduled on NBTV. Message content and decisions
on message suitability will be governed by these Guidelines and is subject to final
approval by the City Manager or his/her designee.
VIII. Access Policy
NBTV is a government access channel, as outlined in the Federal Cable Communications
Act of 1984, created for the dissemination of government -related information to the viewing
public. Access to the channel may range from submitting a public service announcement
for the NBTV bulletin board, to putting in a request for event coverage, to working side-by-
side with City staff to produce a program or program series. In each case, proper procedures
must be followed before access will be provided. NBTV procedures are as follows:
1. Public Programming Request Procedure
a. Air -time on NBTV may be requested for telecast of a non-NBTV, pre -produced
program or series, providing the program is suitable for airing on the channel.
b. To submit a program for consideration, an applicant must submit all information
requested by the City Manager or his/her designee along with an application
describing the program title, topic, format, and running time as well as providing
the City Manager or his/her designee with written proof of all copyrights and all
clearances to all portions of the submitted program including, but not limited to,
video, performance, music, song, theatrical, and film rights. The City Manager or
his/her designee may also require the applicant to sign a statement that all
approvals have been secured and to provide satisfactory indemnification of the
Page 5
City subject to approval by the City Attorney. The application may be accessed
online at newportbeachca.gov/nbtv.
c. Proposed programs will be screened for NBTV suitability, compliance with these
Guidelines and City policies, and for technical quality. The proposed program
may be accepted or rejected in whole or in part by the City Manager or his/her
designee based on any or all of the qualifying criteria.
d. No programming containing commercial advertising will be allowed on NBTV
unless there is an overriding public interest.
e. If approved for telecast, the City Manager or his/her designee will determine when
and how often the program will appear in the NBTV schedule.
If the program is not approved for telecast, the presenter will be notified by
electronic or written correspondence from the City Manager or his/her designee
that the program has not been approved for telecast. The City Manager or his/her
designee may reject programming for any reason allowed under the law and may
provide his or her reasoning for rejecting the programming along with
recommendations that would make the programming acceptable for viewing on
NBTV. The presenter may then re -submit the proposal not earlier than a month
from the date that the correspondence from the City Manager or his/her designee
is post -marked, with an attached correspondence explaining to the City Manager
or his/her designee how the program has been altered to meet the
recommendations of the City Manager's Office. A proposal may not be re-
submitted after it has been rejected twice.
g. An individual presenter may not submit more than two programs in a calendar
month and not more than twelve programs in a calendar year, without the express
written consent of the City Manager or his/her designee.
2. NBTV Bulletin Board Procedure
a. The City Council, City Commissions, Boards and Committees, and all City
departments, may submit public service messages to be displayed in alpha-
numeric form on NBTV during non -programming hours. Local schools or non-
profit organizations hosting a fundraising event or activity within Newport Beach
may also submit messages for consideration. All messages must be submitted in
writing, and must be submitted at least three working days prior to the requested
start date. Forms for this service may be accessed online at
newportbeachca.gov/nbtv.
b. Messages submitted by the City Council, City Commissions, Boards, Committees
and all City departments are subject to final approval by the City Manager or
his/her designee.
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c. Messages should be concise and contain basic information concerning what,
when, where, how, and how much. Messages may not exceed 100 words without
the express written consent of the City Manager or his/her designee. If
necessary, City staff will edit the message to improve readability, to make it fit on
one page, or to insure the message is grammatically correct.
d. All submitted messages must be accompanied by the name of the submitting
department or organization, the name and phone number of a contact person,
and whether or not that information is to appear in the message. Submissions
should include desired start and end dates.
e. No classified ads and/or commercial messages will be allowed on NBTV.
f. Receipt of public service message does not in any way guarantee its appearance
on NBTV. Final approval, based on these Guidelines and compliance with City
policies, will be determined by the City Manager or his/her designee.
g. Every attempt will be made to input all messages received by NBTV. In the case
that channel capacity is at a peak, messages will be carried a maximum of three
days each, and on a first-come, first-served basis, with the following priorities:
Emergency and public service notification messages, originated by the
Police Department, Fire Department or Emergency Services;
ii. Announcements requested by the City Council;
iii. Announcements requested by the City Manager;
iv. Announcements requested by City department heads, City Commissions,
Boards or Committees,
v. Announcements requested by local schools or non-profit organizations.
3. Event Coverage Procedure
a. To request live or taped coverage of an event by NBTV, the applicant must fill out
and submit an application. Forms may be obtained at newportbeachca.gov/nbtv.
b. The application must be submitted a minimum of ten working days before the
scheduled event.
c. It is the responsibility of the applicant to obtain all on-site approvals and off-site
permissions for taping. This includes permission from property or business
owners, performers, event coordinators, etc. Approvals should all be obtained in
writing prior to submitting the application. The City Manager or his/her designee
may ask for proof of approvals prior to considering the request, and may require
Page 7
the applicant to sign a statement that all necessary clearances have been
secured and that the applicant agrees to indemnify the city. The application must
be approved by the City Manager or his/her designee including approval of the
production costs to be incurred by the City.
d. It will be the applicant's responsibility to pay any extra costs incurred by the
production, including, but not limited to, all admittance fees, artwork and graphics,
union or other professional fees, clearance fees, royalties and permission fees.
e. A request originating from any City department must be approved by the City
Manager or his/her designee.
f. The City Manager or his/her designee will consider each request based on:
i. Compliance with City policies and these Guidelines.
ii. News or entertainment value.
iii. Availability of staff or City consultants.
iv. Availability of equipment and facilities.
v. Capabilities of staff, consultant and equipment.
g. Receipt of an application does not in any way guarantee approval of applicant's
request. The City Manager or his/her designee has sole and absolute discretion
to approve, conditionally approve, or deny an application.
h. Completed programs and all work footage shall be the sole property of the City.
i. Taping and/or post production of the event does not in any way guarantee that
the event will be telecast on NBTV. The City Manager or his/her designee will
have the final approval authority concerning the telecast of any program.
4. Live Coverage of City Functions
a. NBTV currently carries live coverage of the City Council meetings and designated
Commission, Board and Committee meetings.
Page 8
EXHIBIT C
SCHEDULE OF BILLING RATES
Consultant shall provide the Services in accordance with the following Schedule of Billing
Rates:
SERVICE DESCRIPTION
ANNUAL
COST
ANNUAL
FREQUENCY
COST
City Council Meetings (video
24 Meetings
$455
$10,920
production services to include:
camera operation, editing,
postproduction ,etc.
Planning Commission Meetings
24 Meetings
$210
$5040
(video production services to
include: camera operation, editing,
postproduction ,etc.
NBTV Monthly Administration Fee
12 Months
$5,140
$61,680
Billed month)
Annual Management Fee
12 Months
$1,166
$14,000
Billed month)
Executive Producer Office Lease
12 Months
$416
$5,000
Share
Billed month)
Video Production Blended Rate
1800 Hours
$35
$63,000
ANNUAL TOTAL:
$159,640.00
CONTINGENCY AMOUNT:
$11,174.80
TOTAL NTE:
$170,814.80
Contingency
A seven -percent contingency in the amount of $11,174.80 is included in the agreement
for the City's sole discretion of additional programming hours or the use of consultant's
television studio ($375 per half-day, or 4 -hour, rental fee). Advance written approval from
the City is required for any intended additional programming hours or usage of
consultant's television studio. If approval from the City is not obtained or granted,
consultant agrees to no reimbursement of the additional production hours or expenses.
Miscellaneous Items
Should the Consultant intend to purchase usage rights for fonts, graphics, music, video
or similar non -City owned or copyright content, the Consultant shall be submit a request
to the City for consideration. The request shall include information detailing the specific
and intended use and the reasoning for the purchase of the materials. The City shall make
the final determine of the request and, if approved, shall purchase and retain ownership
of the materials for consultant's use specifically and solely for NBTV programs.
Newport Beach & Company Page C-1
The total not -to -exceed amount of this Agreement ($170,814.80) includes all
reimbursable expenses, miscellaneous items, subcontractor or subconsultant fees and
contingency.
Newport Beach & Company Page C-2
EXHIBIT D
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers, employees and any person
or entity owning or otherwise in legal control of the property upon which
Consultant performs the Project and/or Services contemplated by this
Agreement.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
Newport Beach & Company Page D-1
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement or shall specifically allow Consultant or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement shall be included as insureds under such
policies.
C. Primary and Non ContributorV. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. CitV's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
Newport Beach & Company Page D-2
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Newport Beach & Company Page D-3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 7/27/18 Dept./Contact Received From: Mary
Date Completed: 9/12/18 Sent to: Mary By: Jan
Company/Person required to have certificate: Newport Beach & Company
Type of contract: Other
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 4/7/18 — 4/7/19
A.
INSURANCE COMPANY: Ohio Security Insurance Company
B.
AM BEST RATING (A-: VII or greater): A / XV
INSURANCE COMPANY: Ohio Security Insurance Company
C.
ADMITTED Company (Must be California Admitted):
B.
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1M or greater): What is limit provided?
$2M/$4M
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
Is Company admitted in California?
include): Is it included? (completed Operations status does
❑ No
D.
not apply to Waste Haulers or Recreation)
❑ Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
UM, $2M min for Waste Haulers): What is limits provided?
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
❑ Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
N/A
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
❑ Yes
❑ No
included): Is it included?
® Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
❑ No
H.
is not limited solely by their negligence) Does endorsement
❑ N/A
® Yes
include "solely by negligence" wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
II. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 4/7/18 — 4/7/19
A.
INSURANCE COMPANY: Ohio Security Insurance Company
B.
AM BEST RATING (A-: VII or greater) A / XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
® Yes
❑ No
D.
LIMITS - If Employees (Must be $1M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
$1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
ADDITIONAL INSURED WORDING:
❑ N/A
❑ Yes
❑ No
G.
PRIMARY & NON-CONTRIBUTORY WORDING:
❑ N/A
❑ Yes
❑ No
H.
HIRED AND NON -OWNED AUTO ONLY:
❑ N/A
® Yes
❑ No
I.
NOTICE OF CANCELLATION:
❑ N/A
® Yes
0 No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 8/1/18 — 8/1/19
A. INSURANCE COMPANY: Technology Insurance Company, Inc.
B. AM BEST RATING (A-: VII or greater): A- / XV
C. ADMITTED Company (Must be California Admitted):
® Yes
❑ No
D. WORKERS' COMPENSATION LIMIT: Statutory
® Yes
❑ No
E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater)
$1,000,000
F. WAIVER OF SUBROGATION (To include): Is it included?
® Yes
❑ No
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
® N/A ❑ Yes
❑ No
H. NOTICE OF CANCELLATION:
❑ N/A ® Yes
❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY 7/15/18 — 7/15/19 UNDERWRITERS AT LLOYDS
Best Rated: Not Rated, Non -Admitted Limits: $1M$2M ❑ N/A ® Yes ❑ No
V POLLUTION LIABILITY
VI BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Broker of record for the City of Newport Beach
9/12/18
Date
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Risk Management approval required for non -admitted Professional Liability carrier. 9/12/18 Risk Management
approved use of non -admitted carrier.
Approved:
Risk Management Date
* Subject to the terms of the contract.