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HomeMy WebLinkAboutCritical Incident Videos LLC; 2023-10-24;City Attorney Approved Version 4/24/2023 AGREEMENT FOR VIDEO PRODUCTION OF CRITICAL INCIDENTS SERVICES CRITICAL INCIDENT VIDEOS, LLC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 20___, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Critical Incident Videos, LLC, a limited liability corporation, ("Contractor”). RECITALS City requires the professional services of a video production company that is experienced in producing video productions of critical incidents. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed shall not exceed nine thousand dollars ($9,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. DocuSign Envelope ID: 26B014CB-6A1E-48A3-942D-6507E677AB4C October 23 24th City Attorney Approved Version 4/24/2023 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Eric Kovanda Name Brian Addington Title Lieutenant Title Chief Operations Officer Department Police Address 3069 Alamo Dr #122 City of Carlsbad Vacaville, CA 95687 Address 2560 Orion Way Phone No. 925-382-7425 Carlsbad, CA 92010 Email baddington@colepromedia.com Phone No. 442-339-2146 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes No If yes, list the contact information below for all individuals required to file: Name Email Phone Number DocuSign Envelope ID: 26B014CB-6A1E-48A3-942D-6507E677AB4C □ ■ City Attorney Approved Version 4/24/2023 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. // // // // // // DocuSign Envelope ID: 26B014CB-6A1E-48A3-942D-6507E677AB4C City Attorney Approved Version 4/24/2023 15. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Chief of Police Laura Cole/President (print name/title) ATTEST: By: (sign here) SHERRY FREISINGER Brian Addington/Chief Operations Officer City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: Deputy / Assistant City Attorney DocuSign Envelope ID: 26B014CB-6A1E-48A3-942D-6507E677AB4C llti d:.u, UJillitU¼ s City Attorney Approved Version 4/24/2023 EXHIBIT “A” SCOPE OF SERVICES Transparency Engagement Advisor shall provide the services listed below: 1. Provide video productions of critical incidents as determined by Client. 2. Videos to be generally produced within a 4-week timeframe. Videos production taking longer than 4 weeks must be approved by Client. 3. Videos will incorporate camera footage from body-camera, in-car camera video, surveillance cameras, other video recordings, dispatch recordings, and other audio recordings and shall be redacted as directed by Client. 4. Videos shall incorporate interactive maps, if desired. 5. Videos may include a narrative component of a staff member(s), if desired and at an extra cost. 6. Provide all style development, scripting, revisions, production crew and staff, production equipment, editing, redacting, and sound copyright licensing. 7. All videos will be delivered digitally. 8. All videos will be formatted for social media and broadcast. 9. Closed caption will be provided for all videos, if requested. TRANSPARENCY ENGAGEMENT ADVISOR COMPENSATION AND WORK EXPECTATIONS As compensation for Transparency Engagement Advisor’s services, Client agrees to pay $350 an hour for each hour spent on the project, including but not limited to telephone calls and emails between Client and Transparency Engagement Advisor, time spent traveling to the location of Client, the process of downloading bodyworn camera footage, research associated with the project, providing technical support to put a critical incident video together, and arranging the critical incident video into a format that can be distributed to the public. The total compensation for a one critical incident video will not exceed $9,000. Client will pay Transparency Engagement Advisor within 30 days of invoice after work is completed. Payment shall be sent to 3069 Alamo Drive #122, Vacaville, CA, 95687 and made payable to Critical Incident Videos. In the unlikely event that litigation (civil or criminal) arises because of the underlining incident that Transparency Engagement Advisor has been retained to produce the video for, and Transparency Engagement Advisor is subpoenaed to provide documents or testimony, Transparency Engagement Advisor will invoice the Client $350 an hour for all litigation-related expenses, including but not limited to, time spent to identify, review, copy and provide documents, travel time, and time spent in preparation for, and during a court proceeding and/or deposition. The maximum amount that may be billed for litigation-related expenses is $5,000 a calendar year. DocuSign Envelope ID: 26B014CB-6A1E-48A3-942D-6507E677AB4C DocuSign Envelope ID: 26B014CB-6A1E-48A3-942D-6507E677AB4C ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 05/17/2023 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 policy(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 CONTACT Ronald Johnson NAME: Johnson Insurance Services p~~N.7_ EYII-925-930-6800 I FAX IA/C Nol: 925-930-6840 Ronald Johnson l;,i:,MD~~SS: ri~hnc~nArn1f-armArsa,ammt c,nm 1700 N Broadway Ste 380 INSURER{Sl AFFORDING COVERAGE NAIC# Walnut Creek CA 94596-4140 INSURER A: Northfield Insurance Co. INSURED INSURER B: Hiscox Ins. Co Critical Incident Videos LLC INSURER C: Sequoia Insurance Co Laura Deason INSURER D: 3069 Alamo Dr. #122 INSURER E: Vacaville CA 95687 INSURER F: 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 REQUI REMENT, 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 POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE OUCD un,n POLICY NUMBER IMM/DD/YYYYl fMM/DD/YYYYl LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 f--DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES /Ea occurrencel $ 100,000 -D CLAIMS-MADE [X] OCCUR -MED EXP (Any one person) $ 5,000 A y y WS304193 05/17/2023 05/1 7/2024 PERSONAL & ADV INJURY $ 1,000,000 - GENERAL AGGREGATE $ 2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 2,000,000 xl n PRO-POLICY IECT nLOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 /Ea accidentl $ f-- ANY AUTO BODILY INJURY (Per person) $ f-----ALL OWNED ~ SCHEDULED A WS304193 05/17/2023 05/17/2024 BODILY INJURY (Per accident) $ ~ AUTOS :x AUTOS X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accidentl $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ f----- EXCESS LIAB CLAIMS-MADE N/A AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION XI r~%~T~J,~;c; I 10;~-AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE □ QWC1308513 09/22/2023 09/22/2024 E.L. EACH ACCIDENT $ 1,000,000 C OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below B PROFESSIONAL MPL4159993 05/17/2023 05/17/2024 GENERAL AGGREGATE-$1,000,000 LIABILITY/CYBER LIABILITY PER OCCURANCE-$1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate Holder is named as an Additional Insured. Primary and Contributory plus Waiver of Subrogation applied to the General Liability per attached endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 2560 Orion Way AUTHORIZED REPRESENTATIVE Carlsbad CA 92010 RONALD JOHNSON -Agent I ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 26B014CB-6A1E-48A3-942D-6507E677AB4C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC040306 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization as required by written contract. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company WC 04 03 06 (Ed. 04-84) 9/12/2023 Policy No. Critical Incident Videos LLC QWC1308513 Endorsement No. 0 Premium $ 603 Sequoia Insurance Company p }""'LC)/2-- Countersigned by ---+-Pr-----\-1,i,--=<-=~v-----Af-------------- WS304193Policy #DocuSign Envelope ID: 26B014CB-6A1E-48A3-942D-6507E677AB4C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL V. BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS This endorsement modifies insurance provided under the following: PROVISIONS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a vendor and that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part is an insured, but: a. Only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of such vendor's business; and b. Subject to the following limitations and conditions on the insurance provided to the additional insured: (1) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured will be limited to the limits of liability required by that "written contract requiring insurance" and will not increase the limits of insurance described in SECTION Ill -LIMITS OF INSURANCE. (2) The insurance provided to such vendor does not apply to: (a) Any express warranty not authorized by you; (b) Any change in "your products" made by such vendor; (c) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (d) Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (e) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your products"; (f) "Your products" which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor; (g) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; or (h) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. (3) This insurance does not apply to: (a) Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or (b) Any vendor for which coverage as an additional insured specifically is scheduled by attachment of an endorsement under this Coverage Part. © 2016 The Travelers Indemnity Company. All rights reserved. S2852-CG (11 /16) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of2 DocuSign Envelope ID: 26B014CB-6A1E-48A3-942D-6507E677AB4C 2. The following is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" or "property damage" occurs: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. © 2016 The Travelers Indemnity Company. All rights reserved. S2852-CG (11 /16) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of2 Policy #WS304193DocuSign Envelope ID: 26B014CB-6A1E-48A3-942D-6507E677AB4C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against others To Us, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the written contract or agreement. © 2016 The Travelers Indemnity Company. All rights reserved. S2857-CG (1/16) Includes copyrighted material of Insurance Services Office, Inc., with its pem,ission. Policy #WS304193DocuSign Envelope ID: 26B014CB-6A1E-48A3-942D-6507E677AB4C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE -ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS 1. The following is added to Paragraph 4.a., Primary Insurance, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: However, if you agree in a written contract or agreement that the insurance provided to an additional insured under this Coverage Part apply on a primary basis, or a primary and non-contributory basis, then this insurance is primary to other insurance available to such additional insured which covers that person or organization as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; or (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 2. Paragraph 4.b.(2) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted. 3. The following is added to Paragraph 4.b.(1)(a) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS as an additional subparagraph: That is available to the insured when the insured is added as an additional insured under any other policy, including any umbrella or excess policy. S2778-CG (5/20) © 2020 The Travelers Indemnity Company. All rights reserved.