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HomeMy WebLinkAboutC-4867 - Service Agreement for Minutes Transcription ServicesSERVICE AGREEMENT WITH CITY CLERK MANAGEMENT SERVICES FOR MINUTES TRANSCRIPTION SERVICES THIS SERVICE AGREEMENT ( "Agreement ") is made and entered into as of this _1L day of 2011 by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and CITY CLERK MANAGEMENT SERVICES, INC., a California corporation ( "Contractor "), whose address is P.O. Box 2576, Manhattan Beach, California 90267 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 is mandated by statues of the State of California to generate and make available minutes from City Council meetings and study sessions, as well as minutes from meetings conducted by other boards, committees and commissions. C. City desires to engage Contractor to provide minutes transcription services for City Council meetings and study sessions, as well as meetings conducted by the Planning Commission, Civil Service Board and Special Events Advisory Committee ( "Project'). D. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Contractor for purposes of Project shall be Vida Barone. F. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render services under the terms and conditions set forth in this Agreement. NOUN, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on June 30, 2015 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Work" or "Services "). The City may elect to delete certain tasks of 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 Contractor shall perform the Services in accordance with the schedule included in Exhibit A. The failure by Contractor to strictly adhere to the schedule may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor'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 to the other party so that all delays can be addressed. 3.2 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than three (3) 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 Contractor's control. 3.3 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, e-mail, hand - delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor 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 B and incorporated herein by reference. Contractor's total compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed One Hundred Twenty Thousand Dollars and no /100 ($120,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractors bills shall include 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, the number of hours spent on all Work billed on a per quarter -hour basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor: City Clerk Management Services Page 2 4.3.1 The actual costs of subcontractors for performance of any of the Services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 4.3.2 Approved reproduction charges. 4.3.3 Actual costs and /or other costs and /or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement. 4.4 Contractor 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 B. 5. PROJECT MANAGER 5.1 Contractor 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. Contractor has designated Vida Barone to be its Project Manager. Contractor 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 Contractor, 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. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Office of the City Clerk. The City Clerk, or their 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 7.1 In order to assist Contractor in the execution of its responsibilities under this Agreement, City agrees to, where applicable: 7.1.1 Provide access to, and upon request of Contractor, one copy of all existing relevant information on file at City, such as meeting agendas and agenda packets. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. City Clerk Management Services Page 3 7.1.2 Provide Contractor access to the Granicus system for purposes of accessing meeting - related information and video files of City Council meetings and study sessions. 7.1.3 Provide audio recordings of all other meetings to be transcribed that are conducted by any meeting bodies other than the City Council. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the professional and technical equipment and 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. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Contractor represents and warrants to City that it has, shall obtain, and shall keep in full force in 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 Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor'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, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (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, attorney's 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 Contractor's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, subContractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). City Clerk Management Services Page 4 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor 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 be construed as authorizing any award of attorney's 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 the Contractor. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor 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 Contractor on the Project. 12. CITY POLICY Contractor 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 Contractor is responsible for keeping the Project Administrator and /or his /her duly authorized designee 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 14.1 Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor 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. City Clerk Management Services Page 5 14.2 Proof of Insurance. Contractor 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. 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 contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.2.1 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 by Contractor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Contractor's bid. 14.3 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. 14.4 Coverage Requirements. 14.4.1 Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Contractor's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Contractor shall require each subContractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. 14.4.1.1 Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non- payment of premium) prior to such change. 14.4.1.2 Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.5 General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 14.6 Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor 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 for each accident. City Clerk Management Services Page 6 14.7 Professional Liability (Errors & Omissions) Coverage. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) limit per claim and in the aggregate. 14.8 Other Insurance Provisions or Requirements. 14.8.1 The policies are to contain, or be endorsed to contain, the following provisions 14.8.1.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 14.8.1.2 Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.8.1.3 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. 14.8.1.4 Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.9 Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement. 14.10 Additional Insurance. Contractor 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. 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 Contractor, or of the interest of any general partner or City Clerk Management Services Page 7 joint venturer or syndicate member or cotenant if Contractor is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Contractor. 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 parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Contractor. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express written consent of City. Contractor shall not subcontract any portion of the Work to be performed under this Agreement without the prior written authorization of City. 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Contractor, 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 Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Contractor 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 Contractor will be at City's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Agreement by City or persons other than Contractor is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such changes. 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 authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY The Contractor shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Contractors drawings and specifications provided under this Agreement. City Clerk Management Services Page 8 20. RECORDS Contractor shall keep records and invoices in connection with the Work to be performed under this Agreement. Contractor 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 Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor 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 Contractor under this Agreement. 21. WITHHOLDINGS City may withhold payment to Contractor 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. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Contractor 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 Contractor which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Contractor, the additional design, construction and /or restoration expense shall be borne by Contractor. Nothing in this paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act'), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City Clerk Management Services Page 9 City for any and all claims for damages resulting from Contractor's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals 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. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Leilani Brown Office of the City Clerk City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949 - 644 -3005 Fax: 949 - 644 -3039 25.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Vida Barone, President City Clerk Management Services, Inc. P.O. Box 2576 Manhattan Beach, CA 90267 Phone: 818- 632 -5372 Fax: 562 - 683 -2172 26. CLAIMS The Contractor and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement and Agreement documents, the Contractor shall be required to file any claim the Contractor may have against the 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 City Clerk Management Services Page 10 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 discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor 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 Compliance With all Laws Contractor 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 Contractor 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. 28.2 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 of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.3 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. 28.4 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. 28.5 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. City Clerk Management Services Page 11 28.6 Amendments This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 28.7 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. 28.8 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. 28.9 Equal Opportunity Employment Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 28.10 No Attorney's Fees In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 28.11 Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. City Clerk Management Services Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, OFFICE Of THE CITY ATTORNEY A California municipal corporation Date: H�/ Date:_ -I By: David WHunt Dave KV� j City Attorney City Manager ATTEST: p �q Date: 0 I By: Leilani I. Brown City Clerk CONTRACTOR: City Clerk Management Services, Inc. G California corporation Date: I Bv: A'4'� Vida Barone President and C.E.O. Date: 00, If By: &Or,� Ron Barone C.F.O. Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates City Clerk Management Services Page 13 MINUTES TRANSCRIPTION SERVICES Exhibit A — Scope of Services Methodology[Workplan MATERIALS /] NFORMATION DELIVERY ADDRESS: Contractor email delivery address: Primary: vida(a�citvclerkservices.com Alternate: info(a)cityclerkservices.com PROJECT PREPARATION — INITIAL ONE -TIME STEP To commence preparation of project, City will provide Contractor Project Manager with a preliminary packet of the following materials 1. Sample of Agenda from each meeting body (.pdf and Word) 2. Sample of Minutes from each meeting body (.pdf and Word) 3. Username /password for access into Granicus system MEETING MATERIALS DELIVERY TO CONTRACTOR For all regular meetings /study sessions for which transcription services are required, City provides Contractor Project Manager with an email delivery of the following materials at least seventy -two (72) hours prior to meeting commencement: 1. Agenda and Agenda packet (via link to Granicus or website or in pdf format) 2. Agenda in Microsoft Word (mandatory) For all special /emergency meetings /study sessions for which transcription services are required, City provides Contractor Project Manager with an email delivery of the following materials at least twenty -four (24) hours prior to meeting commencement: 1. Agenda and Agenda packet (via link to Granicus or website or in pdf format) 2. Agenda in Microsoft Word (mandatory) For all regular /special /emergency /study session meetings of the CITY COUNCIL, City will deliver: 1. Email notification to the Contractor Project Manager that the meeting has been archived in Granicus and that minutes transcription work can commence. For all regular /special /emergency /study session meetings of the City's other meeting bodies, City will deliver to the Contractor Project Manager: City Clerk Management Services Page 14 1. Email delivery of an audio recording for the production of meeting minutes MINUTES TRANSCRIPTION WORK COMMENCEMENT For all regular /special /emergency /study session meetings of the CITY COUNCIL, Contractor will commence minutes transcription work: 1. Upon notification that meeting has been archived in the Granicus system for the production of meeting minutes. City will be notified immediately via email if there is any disruption of the Granicus system from the Granicus side or if there is an error in the audio /video file which prohibits listening or watching meeting via video /audio stream technology. City will rectify the matter directly with the Granicus service provider and notify the Contractor Project Manager of resolution. Additional time extension for the production of minutes will be granted if an error in the Granicus video /audio stream is detected. Additional time extension will be granted by mutual agreement of City and Contractor Project Manager. For all regular /special /emergency /study session meetings of City's other meeting bodies, Contractor will commence minutes transcription work: 1. Upon email receipt of audio file for the production of meeting minutes. City will be notified immediately via email if there is an error in the audio file which prohibits listening or watching meeting via digital audio technology. City will rectify the matter directly with the audio file and notify the Contractor Project Manager of resolution. Additional time extension for the production of minutes will be granted if an error in the audio file is detected. Additional time extension will be granted by mutual agreement of City and Contractor Project Manager. MINUTES TRANSCRIPTION WORK DELIVERABLES l Contractor PROJECT MANAGER will email final transcribed minutes in a Microsoft Word format for each meeting to the appropriate City Project Administrator via email delivery in accordance with the following schedule: City Clerk Management Services Page 15 o City Council meetings, City Council Study Sessions, and Planning Commission delivered to City via email as follows: Regular /special /emergency /study session of City Council: within five (5) consecutive days following the delivery of email that meeting is concluded and has been archived in the Granicus system or as extended by mutual agreement of City and Contractor Project Manager. Regular /special /emergency /study session of Planning Commission: within five (5) consecutive days following the delivery by email of digital audio recording or as extended by mutual agreement of City and Contractor Project Manager. Regular /special /emergency /study session of all other City meeting bodies: within seven (7) consecutive days following the delivery by email of digital audio recording or as extended by mutual agreement of City and Contractor Project Manager. All minutes transcription will be provided in expanded action minutes (summary of discussion, direction given to staff, motion, second, and final votes). Minutes transcription document will retain the original item order as listed on the agenda. If any items are taken out of agenda order, it will be noted under the specific item. The meeting items will remain in chronological order on the delivered minutes document. No extensive formatting or graphics will be included in the delivered minutes document. City Clerk Management Services Page 16 MINUTES TRANSCRIPTION SERVICES Exhibit B — Schedule of Billing Rates In accordance with the methodology and work plan as outlined in Exhibit A — Scope of Services, City Clerk Management Services ( "Contractor ") agrees to provide minutes transcription services to the City of Newport Beach ( "City ") at the rate indicated below: Minutes Transcription Services: $175.00 per hour Work shall be billed per audio /video hour as provided by the City. For example, if a particular meeting is 60 minutes, the City will be invoiced $175 for that meeting. Billing shall be rounded up to the nearing quarter hour (15 minutes) and pro -rated under the proposed audio /video hour rate ($175 per audio /video hour). City Clerk Management Services Page 17 OP ID: MB CERTIFICATE OF LIABILITY INSURANCE DAT07 /01 o7/ovDh'YYY) 11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poiicy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 323 - 550 -7900 ArroyolKnauf Ins. Services P. O. Box 41498 323. 256.0800 Los Angeles, CA 90041 -0498 8111 Knauf CONTACT PHONE F y,� AX No ; A IESS: PRODUCER CUSTOMER ID ,CITYC -1 INSURERS AFFORDING COVERAGE NAIL# EACH OCCURRENCE INSURED City Clerk Management Services INSURERA: Hartford Casualty Ins. Co. 29424 Vida Barone INSURER a: Hartford Fire Insurance Co. 19682 1642 Nelson Avenue Manhattan Beach, CA 90266 INSURER C: INSURER D: $ 2,000,00 INSURER E PRODUCTS - COMNOP AGG S 2,000,00 NSU $ • COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR INS TYPE OF INSURANCE ADD $ BR POLICY NUMBER IPMLICY EFF POLICY E%P LIM" • GENERAL LIABILITY X OOMMERCIALGENERALUABILITY CLAIMSd DE FI OCCUR X 72SBABOS141 07115110 07115111 EACH OCCURRENCE S 1,000,00 pREM5E5 Ee occurrence S 380,08 MED EXP Any we . $ 10,00 PERSONAL& ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER; X POLICY PRO- LOC JECT PRODUCTS - COMNOP AGG S 2,000,00 $ • AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON- OWNEDAUTOS 72SBABOS141 07115110 07115111 COMBINED SINGLE LIMIT (Eaa Nerd) S 1,000,00 8001LV INJURY (Pu person) S BODILY INJURY (Per ercnienl) $ PROPERTY DAMAGE (PU aaMenQ $ X X If S UMBRELLA LIAR EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION S S S B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEWEXECUTNE YIN OFFICER/MEMBER EXCLUDEDT E] (Mandamry In NH) 11 yes ciessae ulda DESCRIPTION OF OPERATIONS belay N/A 2WECZY7819 07115110 07/15111 WC TATU- OTH- X S E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE -EI EIAPLOYEE S 1,000,00 E.1- DISEASE - POLICY DA!R $ 1,000,00 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (Atlach ACORD 101, AddiUonal Remarks Schedule, it more space is required) Certificate to include as additional insured City of Newport Beach City Clerk's Office per attached policy form number SS0008 04105. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2009/09) ©1988 -2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NEW - -01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Office of the City Clerk City of Newport Beach AUTHORIZED REPRESENTATIVE 3300 Newport Boulevard P.O. Box 1768 New ort Beach CA 92658 LLLiff /// ACORD 25 (2009/09) ©1988 -2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD