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HomeMy WebLinkAbout2021 CON VideoTrack, LLC - Audio Conversion and Video EditingSHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND VIDEOTRACK LLC THIS AGREEMENT is entered into this 19th day of October, 2021, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and VIDEOTRACK LLC, a California limited liability company (the "CONTRACTOR"). NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall provide audio/video conversion; video blurring services; editing services; synchronization and captioning services; and transcription services to the CITY. These audio/video services shall be performed as requested by the CITY in connection with public records affected by, for example, SB 1421's amendments to Penal Code section 832.7. Rate for these audio/video services is provided in Exhibit A. 2. Length of Agreement. This Agreement will become effective on September 1, 2021. The duration of this Agreement is for the period of October 19, 2021, through June 30, 2023. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed an annual total cost of $50,000. The compensation for CONTRACTOR'S work shall be based upon and not exceed the rates provided in Exhibit A without prior written authorization from CITY. A. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Section 1, as determined by the CITY. CITY'S discretion described in this Section 3 will turn on whether CONTRACTOR'S services fully, completely, and accurately comprehend the events captured in the original recording CITY provides to CONTRACTOR. For example, portions of the audio or visual quality of CITY'S original recording may be poor, pixelated, or unintelligible ("Original Defect"). CITY understands if CONTRACTOR is unable to clarify or improve any aspect of any Original Defect. However, CONTRACTOR must convert the Original Defect into digital format in such a way that fully, completely, and accurately portrays the Original Defect as it appears in analog format. B. The parties anticipate that the services described in Section 1 will not be processed on an expedited basis. If expedited services is needed, rush rates may apply but the parties will discuss expedited completion dates and rush rates before CONTRACTOR renders any expedited services for CITY. Any rush rates must be agreed to by the parties in writing, for example via email. C. The CONTRACTOR shall maintain all books, documents, papers, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONTRACTOR. 5. Termination. CITY or CONTRACTOR may terminate this Agreement at any time by providing thirty (30) day's written notice to the non -terminating party. A. If either party terminates pursuant to this Section, all finished or unfinished work described in Section 1 prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY. CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of this Notice of Termination, not to exceed the amounts payable under this Agreement, and less any damages caused the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY. 6. Independent Contractor. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. Insurance. CONTRACTOR shall obtain: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence, $2,000,000 aggregate. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include, non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability . Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. Pursuant to the Declaration and Addendum To All Contracts Awarded to Video Track LLC attached hereto as Exhibit B and incorporated herein by reference. Standard Short Form Agreement Page 2 of 7 City of National City and Revised January 2021 VIDEOTRACK LLC CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and separate additional insured endorsements shall be provided. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. I. Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with, and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all insurance policies required by this Section 7 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 7, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. L. If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 8. Indemnification and Hold Harmless. To the maximum extent provided by law, the CONTRACTOR agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, Standard Short Form Agreement Page 3 of 7 City of National City and Revised January 2021 VIDEOTRACK LLC damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S established sole negligence, recklessness, or willful misconduct in the performance of this Agreement, provided, however, that this defense, indemnification and hold harmless shall not include any claims or liability arising from established sole negligence, recklessness, or willful misconduct of the CITY, its agents, officers, employees, or volunteers . CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 9. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 9.1 PERS Eligibility Indemnification. If CONTRACTOR providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of CONTRACTOR as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR hereby waives any claims to benefits or compensation described in this Section 9. This Section 9 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 9.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR' s officers, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. 9.3 Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR Standard Short Form Agreement Page 4 of 7 City of National City and Revised January 2021 VIDEOTRACK LLC construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 10. Acceptability of Work. The CITY shall, consistent with Section 3, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONTRACTOR. 11. Business License. CONTRACTOR must possess or shall obtain a business license from National City Finance Department before beginning work. 12. Prevailing Wages. Since the services under this Agreement do not meet the definition of a "public works" project as defined .by Labor Code section 1720, payment of prevailing wage, as referred to in Labor Code section 1771, is not required. 13. Administrative Provisions. A. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. B. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. C. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. D. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement will control. E. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. F. Assignment & Assumption of Rights. CONTRACTOR shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. I. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. Standard Short Form Agreement Page 5 of 7 City of National City and Revised January 2021 VIDEOTRACK LLC J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Subcontractors or Subconsultants. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 7 and the indemnification and hold harmless provision of Section 8 of this Agreement. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. Standard Short Form Agreement Page 6 of 7 City of National City and Revised January 2021 VIDEOTRACK LLC IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY By: Brad Rau s n, City Manager APPROVED AS TO FORM: By: Charles E. Bell Jr. City Attorney CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: (619) 336-4451 Fax: (619) 336-4349 Contact: Christopher A. Sullivan Title: Administrative Lieutenant Dep.: Police Department Email: csullivan@nationalcityca.gov VIDEOTRACK LLC, A CALIFORNIA LIMITED LIABILITY COMPANY By: By: Deborah L. Burk, Managing Member Calvin S'. Davidson, Managing Mexrtber VIDEOTRACK LLC 600 West Broadway, Suite 700 San Diego, CA. 92101 Phone: (619) 234-1990 Fax: N/A Contact: Deborah L. Burk Title: Managing Member Email: debbie@videotracksd.com Taxpayer I.D. No.: 45-0534276 Standard Short Form Agreement Page 7 of 7 City of National City and Revised January 2021 VIDEOTRACK LLC EXHIBIT "B" CALIFORNIA NATIONAL CITY l:sDI 'NC OR POli ATI ' City of National City (To be submitted only when there are no employees subject to Workers' Compensation) DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO: VIDEOTRACK LLC, A California Limited Liability Company For the purpose of inducing the City of National City to go forward with any contracts awarded to VIDEOTRACK LLC, I declare as follows: I, Deborah L. Burk, Managing Member, am authorized to execute this document on behalf of VIDEOTRACK LLC with respect to compliance with the California Workers' Compensation and Labor laws. All work required will be performed personally and solely by Deborah L. Burk and Calvin S. Davidson, Managing Members of VIDEOTRACK LLC. If, however, VIDEOTRACK LLC shall ever be required to hire employees or Subcontractors to perform this contract, VIDEOTRACK LLC shall obtain Workers' Compensation Insurance and/or provide proof of Workers' Compensation Insurance coverage to the City of National City. This document constitutes a declaration by VIDEOTRACK LLC against its financial interest, relative to any claims which may be asserted under the California Workers' Compensation and/or Labor laws against the City of National City relating to any bid or contract awarded VIDEOTRACK LLC. VIDEOTRACK LLC will defend, indemnify, and hold harmless the City of National City, its officers and employees, from any and all claims and liability, including Workers' Compensation claims and liability that may be asserted or established by any party in the event it hires an employee in violation of this addendum who makes a claim against or alleges liability of the City of National City for Workers' Compensation, and it will further indemnify the City of National City, its officers and employees, for all damages the City thereby suffers. I agree that these declarations shall constitute an addendum to any bid or contract awarded to: VIDEOTRACK LLC. Dated: October 14, 2021 VIDEOTRACK LLC, a California Limited Liability Company IrdJegz By: DEBORAH L. BURK, Managing Member Revised 5-18-2017