Loading...
HomeMy WebLinkAboutStaff Report 8087 City of Palo Alto (ID # 8087) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/27/2017 City of Palo Alto Page 1 Summary Title: Approval of Agreement with Media Center Title: Approval of Agreement Number C17168334 Between the City of Palo Alto and the Midpeninsula Community Media Center, Inc. for Cablecasting and Web Streaming Services From July 1, 2017 Through June 30, 2018, in the Amount of $135,000, With two One-year Options to Extend (for a Potential 3 Year Total not to Exceed Amount of $405,000) From: City Manager Lead Department: IT Department Recommendation: Staff recommends that the City Council approve, and authorize the City Manager or his designee to execute: Agreement No. C17168334 between the City of Palo Alto and the Midpeninsula Community Media Center, Inc., for a one-year contract from July 1, 2017 through June 30, 2018, in an amount not to exceed $135,000, with two one-year options to extend (for a potential not to exceed amount of $405,000 for a three-year term), for cablecasting and web streaming services. Background: In 1983, Palo Alto, Menlo Park, East Palo Alto, Atherton and San Mateo and Santa Clara Counties entered into a Joint Powers Agreement (JPA) for the purposes of obtaining cable television service for residents, businesses, and institutions within all or a portion of these jurisdictions. The City of Palo Alto (City) has been given the sole authority to act on behalf of the JPA member communities. Cable franchise holders provide various forms of compensation (e.g., franchise fees; public, education, and government (PEG) fees and channels, etc.) to pay for access to and use of the JPA’s public rights-of-way. The City’s Cable Television Ordinance provides that the City may designate a nonprofit Community Access Organization to operate and administer its PEG facilities, equipment and channels. In 1991, the City Council designated the Mid-Peninsula Access Corporation (MPAC) as its Community Access Organization. In 2000, as part of the sale of the Cable Co-op system to City of Palo Alto Page 2 AT&T, a new nonprofit, the Silicon Valley Community Communications (SVCC) was formed. AT&T made a charitable donation of $17 million to SVCC. In August 2001, MPAC merged with SVCC and was renamed the Midpeninsula Community Media Center, Inc. (Media Center). Since that time, the Media Center has served as the Community Access Organization for the JPA. In this role, the Media Center administers the JPA’s seven local PEG channels, broadcasts local community programs, offers video production classes and workshops to community members, and provides local election coverage. In 2015, the Media Center produced a total of 647 local programs and provided gavel-to-gavel coverage of 379 live government meetings. Palo Alto forwards the PEG fees it receives from franchise holders (Comcast and AT&T) to the Media Center (amounting to $329,813 in 2016) for capital expenditures to support PEG access. The AT&T donation was used by the Media Center to purchase a state-of-the-art facility (studio, video production and training facility) located at 900 San Antonio Road in Palo Alto. The donation monies are also used, on an ongoing basis, to fund a portion of the Media Center’s annual operating expenditures. Since the Media Center owns its video production facility and has ongoing income from the AT&T donation to supplement its operating expenditures, there is a significant barrier to entry for any other provider of this service. Bringing in a new provider would require an extensive and complex implementation process involving the City’s IT department, the City’s cable carrier and the new service provider. This cost has already been spent and the required infrastructure is already in place for the Media Center. As such, the solicitation of bids for this agreement would be impracticable in accordance with PAMC Section 2.30.360(b)(2). In May 2016, following the review of the Cable Franchise and PEG Fee Audit, the Policy & Services Committee directed staff to work with the Media Center to ensure the PEG fee program complies with federal Cable Act provisions that the restricts use of these fees to capital expenditures. The City is currently exploring a proposal with the Media Center that involves using PEG fees to purchase the Media Center’s facility. Staff plans to update the Council on its work with the Media Center in 2017. Discussion: Staff requests that Council approve a one-year agreement, with two one-year options to extend, between the City and the Media Center, in an amount not to exceed $135,000 annually, starting on July 1, 2017. This agreement funds: 1) cablecasting of Palo Alto City Council, Council Committee and Board and Commission meetings; 2) cablecasting of the Mayor’s State of the City address; 3) cablecasting of the annual City Council retreat; 4) cablecasting of Palo Alto special events, programs and activities; 5) I-Net operational support services; and 6) web indexing and archiving services. The Media Center will bill for these services monthly based upon the standard rates established in the Community Access Organization agreement with the JPA. The attached contract includes enhanced provisions relating to web streaming services, including service standards for maintaining public access to meetings archived on the web, and City of Palo Alto Page 3 commitments to return the complete archive to the City on termination or expiration of the agreement. Resource Impact: Funds for this agreement are included in the Information Technology Department’s Fiscal Year Proposed Budget, which is subject to City Council adoption in June 2017. These expenditures are offset by franchise fee revenue received from Comcast and AT&T. Franchise fee revenue totaled $939,107 in 2016. Attachments:  Attachment A - Contract Between City of Palo Alto and Media Center  Attachment A: C17168334 Media Center Executed by MC 1 170620 dm 00710376 CONTRACT NO. C17168334 BETWEEN THE CITY OF PALO ALTO, CALIFORNIA AND MIDPENINSULA COMMUNITY MEDIA CENTER, INC. FOR CABLECASTING AND WEB STREAMING SERVICES This Cablecasting Services Agreement (the “Agreement”), dated as of July 1, 2017, is entered into by and between the CITY OF PALO ALTO, a California chartered municipal corporation (the "City"), and the MIDPENINSULA COMMUNITY MEDIA CENTER, INC., a corporation organized under the California Nonprofit Public Benefit Corporation Law (the "Media Center") (individually, a “Party” and, collectively, the “Parties”), in reference to the following facts and circumstances: RECITALS: 1. The City is a party to the Amended and Restated Joint Exercise of Powers Agreement, dated June 23, 2008, and as hereinafter may be amended ("JPA Agreement"), by and between the Cities of Palo Alto, East Palo Alto and Menlo Park, the Town of Atherton and the Counties of San Mateo and Santa Clara (collectively, “Joint Powers” or “JPA”), and is authorized to act on behalf of the JPA members. 2. The City desires to provide support for the use of cable television public, educational, and government (“PEG”) access channels provided pursuant to federal and City law. 3. Pursuant to the Digital Infrastructure and Video Competition Act of 2006, codified at Cal. Util. Code §§ 5800 et seq. (“DIVCA”), the California Public Utilities Commission (“CPUC”) has granted separate video franchises to AT&T and Comcast to serve areas that include the jurisdictions of the JPA members. AT&T, Comcast and any other entity franchised by the CPUC as a video service provider to provide video service within the jurisdictional area of any JPA member is referred to, individually, as “Cable Company” and, collectively, as “Cable Companies”. 4. DIVCA permits, and the City’s Cable Television Ordinance No. 4636, adopted May 8, 2000, provides that (A) the City may designate a nonprofit access management entity (“Access Corporation”) to operate and administer PEG access facilities, equipment and channels (“PEG Facilities” or "PEG Facilities and Channels,” as appropriate), (B) certain channel capacity shall be provided by Cable Companies for PEG access, (C) certain ongoing payments shall be made by Cable Companies for PEG Facilities, and (D) certain services shall be provided by Cable Companies to support the operations of the PEG Facilities and Channels. 5. By an Agreement between the City and the Mid-Peninsula Access Corporation ("MPAC"), dated July 1, 2011, MPAC agreed to provide certain services to the City relating to support of City governmental access programming. DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 2 170620 dm 00710376 6. The City, by City Council resolution of October 22, 2001, has designated the Media Center as the Access Corporation to operate and manage the PEG Facilities and Channels. 7. By an Agreement between the City and the Media Center, dated July 1, 2011, and expiring on June 30, 2018, the Media Center agreed to provide certain services to the City and the JPA relating to support of PEG and City governmental access programming. 8. The Media Center has agreed to continue to serve as the Access Corporation designated by the City and to serve the JPA community by providing PEG access facilities, programming and services. 9. The City wishes the Media Center to continue to provide, and the Media Center wishes to provide, to the City certain services relating to and supporting the development, production, cablecasting and web streaming of City governmental access programming. NOW, THEREFORE, in consideration of the recitals and the following mutual covenants, terms and conditions, the Parties agree: SECTION 1. TERM OF AGREEMENT; TERMINATION 1.1 The term of this Agreement is one (1) year, commencing on July 1, 2017, unless it is terminated earlier, as provided in this Agreement. 1.2 This Agreement may be extended, by mutual agreement of the Parties, in writing, for up to two (2) additional one-year periods. 1.3 On or before January 1, 2018, the Media Center shall give the City written notice of its intention to seek an extension. If the Agreement is extended, on or before January 1, 2019, the Media Center shall give the City written notice of its intention to seek an additional extension. 1.4 On or before March 31, 2018 (and March 31, 2019, if the Agreement is extended in 2018), the City shall respond to the Media Center’s request for an extension, stating either the City’s decision to extend or not to extend. The City shall not be required to provide any reason for approving or denying the Media Center’s request. 1.5 Either Party may terminate this Agreement for convenience, on not less than one hundred eighty (180) days’ prior written notice. SECTION 2. SCOPE OF SERVICES AND COMPENSATION DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 3 170620 dm 00710376 2.1 General. The Media Center's work for the City shall be scheduled at the City’s convenience based on the deadlines mutually agreed to between the Media Center and the City. Absence of the Media Center’s staff will not justify the Media Center’s failure to comply with deadlines. The Media Center will provide technical expertise and trained staff for City projects. The Media Center will operate and maintain equipment for City projects. 2.2 Administration. The Media Center shall maintain a backup library of electronic recordings or DVDs of City meetings for a period of one year after the expiration of the original term plus all of the extension terms. 2.3 Marketing and Publicity. The Media Center will provide marketing and publicity of City programs, including, but not limited to, television announcements. The City will augment this publicity as needed. 2.4 Services and Compensation. 2.4.1 Cablecasting services: The Media Center shall cablecast all City Council, Commission, Board and Committee meetings, as set forth in Exhibit A, attached hereto and made a part hereof. These meetings will be aired on Government Access Channel 26; in the event the Media Center cablecasts two City meetings at the same time, the second meeting will be aired on Government Access Channel 29 or in accordance with the JPA’s government channel policies and procedures when there is a scheduling conflict with another JPA member. The Media Center shall bill the City on a monthly basis, at the hourly rates set forth in Exhibit B, attached hereto made a part hereof, for actual cablecasting hours. 2.4.2 Other production services and special events: The Media Center shall cablecast the Mayor’s State of the City address and the annual City Council retreat. Other video production needs may be identified during the year. The Media Center shall bill the City on a monthly basis for hours associated with these services, in accordance with the hourly rates set forth in Exhibit B. 2.4.2.1 Other productions and special events. (A) The City will attempt to provide a minimum of two (2) weeks’ prior written notice of its desire to have other productions, special events or activities videotaped. Subject to any pre-existing contractual obligations and personnel and equipment availability, the Media Center shall provide the services requested by the City. 2.4.3 Web services: The Media Center shall web stream live any meeting cablecast on Government Access Channels. These web streams shall be accessible to users of popular computer operating systems, devices, and internet browsers. DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 4 170620 dm 00710376 (A) The Media Center shall index and archive City meetings and post links to meeting archives on the Media Center website. The Media Center shall make all reasonable efforts to post meeting recordings on the Media Center website within two (2) business days following each meeting, and shall remain continuously available thereafter. The Media Center shall use YouTube for indexing and archiving services, subject to YouTube’s then-current availability and access policies. Any alternate format shall be mutually agreed to by the Parties. (B) The Media Center shall notify the City within two (2) hours of discovering that its website is disabled or off line, or any of the archived City recordings is unavailable to the public. The Media Center shall make reasonable, diligent and continuous efforts, working with YouTube as necessary, to restore access as soon as possible, and will provide the City with timely updates regarding progress. (C) On termination or expiration of this Agreement as provided in Section 1, the Media Center shall deliver to the City a complete copy of all archived recordings on media provided by the City, in a machine readable format mutually agreed-upon by the parties, within 30 days. This paragraph shall survive the termination or expiration of this Agreement. The Media Center shall bill the City on a monthly basis for hours associated with these services, in accordance with the hourly rates set forth in Exhibit B. 2.4.4 Institutional Network (I-Net) services: The Media Center shall provide operational support services for the I-Net as needed. The Media Center shall bill the City on a monthly basis for hours associated with these services, in accordance with the hourly rates set forth in Exhibit B. 2.4.5 Compensation: The total amount of the Media Center's billings shall not exceed One Hundred Thirty-Five Thousand Dollars ($135,000) per year. 2.4.6 Prompt Payment. The City will pay the Media Center within thirty (30) days of receipt of a proper invoice from the Media Center. SECTION 3. INDEMNITY; LIMITATION OF LIABILITY 3.1 The Media Center shall indemnify and defend the City, and its elected and appointed officers and employees (an “Indemnified Party” or collectively “Indemnified Parties”), against any third-party claim (a) arising or resulting from or out of the failure to comply with any applicable laws, rules, regulations or other requirements of local, state or federal authorities, or (b) of libel, slander, invasions of privacy, or infringement of common law or statutory copyright, which claim, directly or indirectly, results from the Media Center’s use, or the Media Center’s supervision of use by others, of channels, funds, equipment, facilities or staff granted under this Agreement or any franchise agreement. The Media Center shall pay any costs or damages finally awarded by a court of competent jurisdiction or agreed upon in DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 5 170620 dm 00710376 settlement. The Media Center’s obligation under this Section are contingent on the Media Center receiving prompt notice of any claim from the applicable Indemnified Party, sole control of the defense and settlement of any dispute (provided that an Indemnified Party may participate in such defense with counsel of its own choice at its own cost), and reasonable cooperation, at the Media Center’s sole expense, from the Indemnified Parties. 3.2 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MEDIA CENTER’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $500,000. THIS SECTION DOES NOT LIMIT EITHER PARTY’S LIABILITY FOR BODILY INJURY OR PROPERTY DAMAGE. SECTION 4. COPYRIGHTS 4.1 The City shall own the copyright of any programs created or produced as a result of this Agreement, and the Media Center shall make no claim of copyright or ownership of any such programming. SECTION 5. DISTRIBUTION RIGHTS 5.1 Unless otherwise directed by the City, the Media Center shall ensure that all programs produced under this Agreement shall be distributed on the governmental access channel(s) and the web, as described in this Agreement. This paragraph shall not be interpreted to restrict other distribution (beyond distribution on the channel(s) authorized by this Agreement), so long as such other distribution is with the prior written consent of the City and consistent with any pertinent guidelines established by the City, applicable PEG access operating policies and procedures, and applicable law. SECTION 6. INSURANCE 6.1 The Media Center shall obtain and maintain at its sole cost and expense in full force and effect at all times during the term of this Agreement the insurance as required by this Agreement. (A) Commercial general liability insurance, including protective, completed operations and broad form contractual liability, property damage and personal injury coverage, and comprehensive automobile liability including owned, hired, and non-owned automobile coverage. The limits of such coverage shall be: (1) bodily injury including death, $1,000,000 for each person, each occurrence and aggregate; (2) property damage, $1,000,000 for each occurrence and aggregate. DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 6 170620 dm 00710376 (B) Fire All Risk Insurance on all equipment and facilities, including fixtures, funded in whole or in part under this Agreement or any franchise agreement with a Cable Company to the value of their replacement cost. The insurance shall include, at a minimum, insurance against loss or damage caused by or beyond the user's control, theft, fire or natural catastrophe. The City shall be shown as lien holder on all policies and certificates. (C) Full Workers' Compensation Insurance and Employer's Liability within statutory limits as required by California law with one or more insurance carriers with a Best’s Key Rating Guide rating of A:VII or higher, which are admitted to transact insurance business in California, and are otherwise satisfactory to the City. (D) Cablecasters’ Errors and Omissions Insurance in an amount not less than $1,000,000, each occurrence and aggregate covering the content of productions which are cablecast on the access channel(s) in, at a minimum, the following areas: libel and slander; copyright or trademark infringement; infliction of emotional distress; invasion of privacy; plagiarism; and the misuse of musical or literary materials. (E) With the exception of workers’ compensation and employer’s liability insurance, the City shall be named as an additional insured on all aforementioned insurance coverage with respect to the Media Center’s performance under this Agreement. The policies shall provide that no cancellation, major change in coverage or expiration may be affected by the insurance company or the Media Center without first giving the City thirty (30) days written notice prior to the effective date of such cancellation or change in coverage. Any insurance or self-insurance maintained by the City, its officers, agents, employees, or volunteers shall be in excess of the Media Center’s insurance and shall not contribute to it. (F) Please refer to Exhibit C, Insurance Requirements for the complete listing of all the requirements. SECTION 7. NONDISCRIMINATION 7.1 The Media Center shall not discriminate against any person, employee or applicant for employment or subcontractor on the basis of race, color, creed, religion, sex, sexual preference, marital status, ancestry, national origin or physical or mental handicap. 7.2 The Media Center shall not discriminate in the delivery of services on the basis on race, color, creed, religion, sex, sexual preference, marital status, ancestry, national origin or physical or mental handicap. SECTION 8. INDEPENDENT CONTRACTOR 8.1 It is understood and agreed that the Media Center is an independent contractor and that no relationship of principal and agent or employer and employee exists DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 7 170620 dm 00710376 between the Parties. If in the performance of this Agreement any third persons are employed by the Media Center, such persons shall be entirely and exclusively under the control, direction and supervision of the Media Center. All terms of employment, including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment shall be determined by the Media Center, and the City shall have no right or authority over such persons or terms of employment. SECTION 9. ASSIGNMENT 9.1 Neither this Agreement, nor any interest herein, nor control of the Media Center shall be assigned, encumbered or transferred by the Media Center or its current board or members to any other person, either directly or indirectly, except as may be expressly authorized in writing by the City prior to any such assignment, encumbrance or transfer. SECTION 10. RECORDS 10.1 The Media Center shall maintain all necessary books and records, in accordance with generally accepted accounting principles. 10.2 Upon receipt of a reasonable request of the City, the Media Center shall, at any time during its normal business hours, make available to the City or its agents or representatives all of its records with respect to all matters covered by this Agreement. SECTION 11. NON-APPROPRIATIONS 11.1 The provisions of this Agreement are subject to the fiscal provisions of the City Charter and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any City fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within the City's fiscal year in the event that funds are only appropriated for a portion of the fiscal years and funds for this Agreement are no longer available. SECTION 12. DEFAULT; REMEDIES FOR DEFAULT 12.1 The Media Center shall be in default of this Agreement if it fails to perform any of its material obligations under this Agreement. If the Media Center fails to cure a default within forty-five (45) days after the City gives the Media Center notice of default, the City shall give written notice to the Media Center that it has materially breached this Agreement, and the notice of termination shall become effective on the date specified in the notice by the City. 12.2 Section 12.1 notwithstanding, the Media Center shall be in immediate default of this Agreement if any of its officers, employees, or agents misappropriates public DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 8 170620 dm 00710376 funds provided to the Media Center under this Agreement by the City or any Cable Company pursuant to a franchise agreement, or if it fails to obtain and maintain its tax exemption status under Section 501(c)(3) of the Internal Revenue Code of 1986. SECTION 13. NOTICES 13.1 All notices and other communications to be given by either Party may be given, in writing, by depositing the same in the United States mail, postage prepaid and addressed to the appropriate Party, as follows: To City: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 To Media Center: Midpeninsula Community Media Center, Inc. 900 San Antonio Road Palo Alto, CA 94303 13.2 Any Party may change its address for notice by written notice to the other Party at any time. SECTION 14. MISCELLANEOUS PROVISIONS 14.1 Time is of the essence in this Agreement in the performance of all covenants, terms and conditions of this Agreement. 14.2 Each Party agrees to execute all documents and do all things necessary and appropriate to carry out the provisions of this Agreement. 14.3 This Agreement shall be governed and interpreted in accordance with the laws of the State of California, without regard to its conflicts of law rules or principles. 14.4 This Agreement is the entire agreement of the Parties and supersedes all prior negotiations and agreements whether written or oral. This Agreement may be amended only by written agreement and no purported oral amendment to this Agreement shall be valid. IN WITNESS WHEREOF, the Parties by their duly appointed representatives have executed this Agreement as of the date written above. DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 9 170620 dm 00710376 CITY OF PALO ALTO MIDPENINSULA COMMUNITY MEDIA CENTER, INC. ______________________________ By:__________________________ City Manager- James Keene Name: Barbara Noparstak Title Board President APPROVED AS TO FORM: ____________________ By: ___________________________ City Attorney-Molly Stump Name: Mike Stern Title: Board Secretary Taxpayer Identification No. 77-0095021 DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 10 170620 dm 00710376 EXHIBIT A The Media Center shall cablecast the following meetings:  All Palo Alto City Council meetings held in the City Council Chambers or Community Meeting Room  All Palo Alto Planning and Transportation Commission meetings held in the City Council Chambers or Community Meeting Room  All Palo Alto Utilities Advisory Commission meetings held in the City Council Chambers or Community Meeting Room  All Palo Alto City Council Finance Committee meetings held in the City Council Chambers or Community Meeting Room  All Palo Alto City Council Policy and Services Committee meetings held in the City Council Chambers or Community Meeting Room  All Palo Alto Architectural Review Board meetings held in the City Council Chambers or Community Meeting Room  All Palo Alto Historic Resources Board meetings held in the City Council Chambers or Community Meeting Room  All Human Relations Commission meetings held in the City Council Chambers or Council Conference Room  All Library Advisory Commission meetings held in the City Council Chambers or Community Meeting Room  All Parks and Recreation Commission meetings held in the City Council Chambers or Community Meeting Room  All Public Art Commission meetings held in the City Council Chambers or Community Meeting Room  All City Council Rail Committee meetings held in the City Council Chambers or the Community Meeting Room  All meetings of any other ad hoc or regular City Council committee that may be established by the City Council, in the City Council Chambers or the Community Meeting Room  Citizen Advisory Committee meetings DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 11 170620 dm 00710376  Any special meetings as requested by the Palo Alto City Council or Palo Alto City Manager or his designee, provided five working days’ notice is given DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 12 170620 dm 00710376 EXHIBIT B Media Center shall charge JPA Members according to the following schedule of rates for performing the following services related to governmental access programming: Meeting Coverage (three hour minimum): City Hall Video Coverage: $99.36 per hour Single Camera Coverage with City equipment at location: $99.36 per hour Single Camera Coverage with Media Center equipment: $113.85 per hour Remote video coverage with the studio $257.72 per hour in a box. Crew of 3 requires 4.0 hrs/set up, plus breakdown and transportation time (minimum of 2 hrs of meeting coverage) Parking Permit Reimbursement for City Hall Visitor Permit Fee meetings starting before 3PM Cancellation fee (for a JPA member's cancellation of scheduled Media Center coverage without 24 hours' prior notice the Media Center): $257.72 flat fee Additional Services: Web indexing and archiving: $183 per meeting Server storage for archived meetings: $148 per month Video clip preparation: $53.82 per hour I-Net Services: $106.61 per hour Program Development: Site visit and planning: $53.82 per hour Videography with equipment: $106.61 per hour Editing: $69 per hour Hosting and preparation: $53.82 per hour Studio crew per person: $42 per hour Duplication of videotapes/DVD’s of meetings: Meetings under two hours $20.70 per dup Meetings over two hours $31 per dup The foregoing rates shall remain unchanged through December 31, 2017. Thereafter, the Media Center may increase these rates, no more often than once per calendar year, provided that, absent the prior consent of the City, any such increase in rates shall not exceed the amount of the increase in the Consumer Price Index – All Urban Consumers for the San Francisco-Oakland-San Jose MSA during the preceding calendar year. DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 13 170620 dm 00710376 EXHIBIT C INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A- :VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIR ED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 14 170620 dm 00710376 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 15 170620 dm 00710376 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 DocuSign Envelope ID: C8EA0047-8589-4B7C-A0AF-31ECDF3CC997 Certificate Of Completion Envelope Id: C8EA004785894B7CA0AF31ECDF3CC997 Status: Sent Subject: Please DocuSign: Attachment A - Final Draft Contract Between City of Palo Alto and Media Center... Source Envelope: Document Pages: 15 Signatures: 2 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Kenneth Mullen Certificate Pages: 5 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Payments: 0 250 Hamilton Ave Palo Alto , CA 94301 Kenneth.Mullen@CityofPaloAlto.org IP Address: 12.220.157.20 Record Tracking Status: Original 6/20/2017 5:31:04 PM Holder: Kenneth Mullen Kenneth.Mullen@CityofPaloAlto.org Location: DocuSign Signer Events Signature Timestamp Barbara Noparstak barbaran@pobox.com Security Level: Email, Account Authentication (None) Using IP Address: 73.170.79.129 Sent: 6/20/2017 5:35:22 PM Viewed: 6/21/2017 7:21:44 AM Signed: 6/21/2017 7:25:56 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mike Stern sternmd@cooley.com Security Level: Email, Account Authentication (None) Using IP Address: 208.87.233.201 Sent: 6/21/2017 7:25:57 AM Viewed: 6/21/2017 9:06:01 AM Signed: 6/21/2017 9:10:30 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Molly Stump molly.stump@cityofpaloalto.org City Attorney City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/21/2017 9:10:31 AM Viewed: 6/21/2017 3:31:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign James Keene james.keene@cityofpaloalto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 4/14/2015 5:40:07 PM ID: 44fe333a-6a81-4cb7-b7d4-925473ac82e3 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Kenneth Mullen kenneth.mullen@cityofpaloalto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Melissa Cavallo melissa.cavallo@cityofpaloalto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/25/2014 10:18:25 AM ID: eb63cb5e-814a-458d-b684-64f1728d6f2a Beth Minor beth.minor@cityofpaloalto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/21/2017 9:10:31 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, City of Palo Alto (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 10/1/2013 8:33:53 AM Parties agreed to: James Keene, Melissa Cavallo How to contact City of Palo Alto: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: david.ramberg@cityofpaloalto.org To advise City of Palo Alto of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at david.ramberg@cityofpaloalto.org and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Palo Alto To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to david.ramberg@cityofpaloalto.org and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Palo Alto To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to david.ramberg@cityofpaloalto.org and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Palo Alto as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Palo Alto during the course of my relationship with you.