Cities Index.
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Bellflower City Council
February 10, 2025

Document
14-G
Meeting
February 10, 2025
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Bellflower City Council
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21
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TO:Honorable Mayor and Members of the City Council
ATTENTION:Ryan Smoot, City Manager
FROM:P.J. Mellana, Director of Parks and Recreation
SUBJECT:Consideration and possible action to authorize the City Manager to execute Amendment No. 4 to AFN 684.4, in a form approved by the City Attorney, with Tripepi Smith & Associates, and approve the necessary budget amendment for the continuation of
Communication Coordination and Outreach Services.

DATE:February 10, 2025

EXECUTIVE SUMMARY
On September 12, 2022, the City entered into Agreement File No 684.4 with Tripepi Smith & Associates (TSA), for Video Production, Recording, Editing, and Support Services. On June 17, 2024, Amendment No. 2 was executed to Agreement File No. 684.4 adding Communication Coordination and Outreach Services. Over the last year, the City has been working with TSA to better coordinate the City’s various outreach and communications efforts, and recently conducted a Strategic Planning Session for the City Council during which a need to improve citywide communications efforts was identified.

The purpose of this proposed Amendment is to augment the original budget intended soley for Video Production, Recording, Editing and Support Services to include the additional cost of Communication Coordination and Outreach Services.

RECOMMENDATION TO CITY COUNCIL
1) Authorize the City Manager to execute Amendment No. 4 to Agreement File No. 684.4, in a form approved by City Attorney; and
2) Approve a budget amendment in the amount of an additional $70,000 for Account No. 010-41317-1012; or
3) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT
The approved annual not-to-exceed amount for AFN 684.4 is currently $68,250. However, additional services have been added to the original agreement, necessitating amendments to both the contract and the budget. The Amendment to AFN 684 increases the not-to-exceed amount to $128,250 to continue the City’s efforts to better align and coordinate our communications and outreach efforts. The budget account through which this agreement is funded is also being increased accordingly, and an additional $10,000 to cover payments to other contracted service vendors already approved and funded under this account.
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Staff Report – Amendment No. 4 to Agreement No. 684 with Tripepi Smith & Associates
February 10, 2025

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DISCUSSION
Agreement 684.4 with TSA was executed on September 12, 2022. A majority of the services provided at that time were essential for recording City Council meetings and producing videos for special events and projects. The original agreement has since been amended three times to include additional services conducting an Arts District Study, adding Communication Coordination and Outreach Services, and performing City Council Strategic Planning. Of these added services, the Communication Coordination and Outreach Services are the only services charged to the original budget No. 010-41317- 1012.

TSA has proven to be essential to City operations in professional video production, communication, and outreach services to meet the City’s operational needs. The services provided under this agreement allow for a flexible approach to communicating the City’s message, and to ensuring open and transparent operations. Currently, the City’s communications efforts, including this agreement, are managed by two separate divisions focused in different areas – parks and recreation, and overall citywide communications.

Over the last year, TSA has assisted this City in coordinating these efforts across the city’s divisions, and in January TSA facilitated a Strategic Planning session for the City Council during which the City Council identified better connection and communication with Bellflower residents as a priority for the City.

When Communication Coordination and Outreach Services were added to TSA’s scope of work in 2024, it was unknown how much these services would impact the original budget. A budget amendment is recommended to continue these services through the end of the current fiscal year. As the draft budget is being prepared for the upcoming fiscal years, these services will be taken into account along with any other proposed service level adjustments to align the City’s efforts with the City Council identified priorities.

The original Consultant Fee Proposal for AFN 684.4 that was submitted in 2022 remains unchanged. A current Consultant Fee Proposal was requested during this process to clarify the inclusion of Communication Coordination and Outreach Services. The current Consultant Fee Proposal is attached to Amendment No. 4 as Exhibit “B”.

ATTACHMENTS
Agreement File No. 684.4 ............................................................................................... 3 Amendment No. 4 to Agreement No. 684.4 .................................................................... 4 2 AGREEMENT FILE NO. 684.4

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF BELLFLOWER AND
TRIPEPI SMITH 8 ASSOCIATES

FOR VIDEO PRODUCTION, RECORDING, EDITING AND SUPPORT SERVICES THIS AGREEMENT is entered into this 12th day of September 2022, by and between the CITY OF BELLFLOWER, a municipal corporation and general law city CITY") and Tripepi Smith & Associates, a California Corporation ("CONSULTANT").

1. CONSIDERATION.

A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed $68,250 annually for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Consultant Fee Proposal - Exhibit "B," which is incorporated by reference.

2. SCOPE OF SERVICES.

A. CONSULTANT will perform services listed in the attached Request For Proposal - Exhibit "A," which is incorporated by reference.

B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement.

3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to

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DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 3 AGREEMENT FILE NO. 684.4

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF BELLFLOWER AND

TRIPEPI SMITH & ASSOCIATES

FOR VIDEO PRODUCTION, RECORDING, EDITING AND SUPPORT SERVICES THIS AGREEMENT is entered into this 12‘“ day of September 2022, by and between the CITY OF BELLFLOWER, a municipal corporation and general law city (“CITY") and Tripepi Smith & Associates, a California Corporation (“CONSULTANT").

1. CONSIDERATION.

A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below;
As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement;
As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed $68,250 annually for CONSULTANT’s services. CITY may modify this amount as set forth below. Unless othenrvise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Consultant Fee Proposal - Exhibit “B,” which is incorporated by reference.

2. SCOPE OF SERVICES.

A. CONSULTANT will perform services listed in the attached Request For Proposal - Exhibit “A,” which is incorporated by reference.

CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein othenNise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement.

3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to

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City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

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cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT.

4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit B") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. Effective October 1 of each succeeding year, the hourly rates in Exhibit B will be increased annually (rounded to the nearest dollar) by the higher of percentage increase in the Consumer Price Index for All Urban Consumers, Los Angeles-Long Beach-Anaheim, for all items, 1982-84=100 (the CPI-U), published by the United States Department of Labor for the prior 12-month period ending in July or five percent (5%).

5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.

6. ADDITIONAL WORK.

A. CITY's city manager ("Manager") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ("Additional Work") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work.

B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost.

C. Payments over $25,000 for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement.

7. FAMILIARITY WITH WORK.

A. By executing this Agreement, CONSULTANT agrees that it has:

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 4 City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

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cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT.

4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit “B”) the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. Effective October 1 of each succeeding year, the hourly rates in Exhibit B will be increased annually (rounded to the nearest dollar) by the higher of percentage increase in the Consumer Price Index for All Urban Consumers, Los Angeles-Long Beach-Anaheim, for all items, 1982-84=100 (the CPI-U), published by the United States Department of Labor for the prior 12-month period ending in July or five percent (5%).

5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.

6. ADDITIONAL WORK.

A. CITY’s city manager (“Manager") may determine, at the Manager’s sole discretion, that CONSULTANT must perform additional work (“Additional Work”) to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work.

B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost.

C. Payments over $25,000 for Additional Work must be approved by CITY’s city council. All Additional Work will be subject to all other terms and provisions of this Agreement.

7. FAMILIARITY WITH WORK.

A. By executing this Agreement, CONSULTANT agrees that it has:

City of Bellflower
Agreement File No. 684.4
Tripepi Smith 8 Associates

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i.Carefully investigated and considered the scope of services to be performed;
ii.Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.

B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY.

8. TERM. The term of this Agreement will be from October 1, 2022 to September 30, 2025. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances:

A. Completion of the work specified in Exhibit "A"; B. Termination as stated in Section 16.

9. TIME FOR PERFORMANCE.

A. CONSULTANT will not perform any work under this Agreement until:
i.CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and
ii.CITY gives CONSULTANT a written notice to proceed.

B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk.

10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty- eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the AgreemenYs schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services.

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 5 City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

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i. Carefully investigated and considered the scope of services to be performed;
ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.

B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT’s own risk until written instructions are received from CITY.

8. TERM. The term of this Agreement will be from October 1, 2022 to September 30, 2025. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances:

A. Completion of the work specified in Exhibit “A”;
B. Termination as stated in Section 16.

9. TIME FOR PERFORMANCE.

A. CONSULTANT will not perform any work under this Agreement until:
i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.

B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT’s own risk.

10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty- eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement’s schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services.

City of Bellflower
Agreement File No. 684.4
Tripepi Smith 8 Associates

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11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below:

Request for Proposal — Exhibit "A"
Consultant Fee Proposal — Exhibit "B"

12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties.

13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer ldentification Number.

14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's perFormance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

16. TERMINATION.

A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause.

B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date.

C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 6 City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

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11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below:

Request for Proposal — Exhibit “A"
Consultant Fee Proposal — Exhibit “B"

12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties.

13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number.

14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

15. WAIVER. CITY’s review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

16. TERMINATION.

A. Except as othewvise provided, CITY may terminate this Agreement at any time with or without cause.

B. CONSULTANT may terminate this Agreement at any time with ClTY’s mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date.

C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as othewvise provided in the termination notice,

City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

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any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work.

D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C).

E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.

F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section.

17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk.

18. PUBLtCATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties.

19. INDEMNIFICATION.

A. CONSULTANT agrees to the following:
i.Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 7 City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

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any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work.

D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY’s option, become CITY’s property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C).

E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.

F. By executing this document, CONSULTANT waives any and all claims for damages that might othewvise arise from CITY’s termination under this Section.

17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY’S property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY’s written notice. CITY agrees that use of CONSULTANT’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY’s own risk.

18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY’s prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties.

19. INDEMNIFICATION.

A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY’s request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by

City of Bellflower
Agreement File No. 684.4
Tripepi Smith 8 Associates

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CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct.
ii.Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers.

C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.

D. The re uirements as to the t es and limits of insurance covera e to beqYp9 maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.

CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void.

21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY.

CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees.

Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only.

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 8 City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

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CONSULTANT or any of CONSULTANT’s officers, agents,
employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY’s sole negligence or willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

B. For purposes of this section “CITY” includes ClTY’s officers, officials, employees, agents, representatives, and certified volunteers.

C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.

D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

20. ASSIGNABILITY. This Agreement is for CONSULTANT’s professional services.

CONSULTANT’s attempts to assign the benefits or burdens of this Agreement without CITY’s written approval are prohibited and will be null and void.

21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY.

CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees.

Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only.

City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

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22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement.

23. INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this A reement is effective CONSULTANT will rocure and maintain9P the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance Limits
Commercial general liability:2,000,000
Professional Liability 1,000,000
Business automobile liability 1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to C I TY.

C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 9 City of Bellflower
Agreement File No. 684.4
Tripepi Smith 8. Associates

Page 7 of 11 ends

22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement.

23. INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
Commercial general liability insurance will meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.

Professional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made" basis if not available. When coverage is provided on a “claims made basis,” CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and

City of Bellflower
Agreement File No. 684.4
Tripepi Smith 8 Associates

Page 8 of 11 ends

limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect.

D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Hired and Non-Owned).

E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of"A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16.

G. Self-Insured Retention/Deductibles. All policies required by this Agreement must allow CITY, as additional insured, to satisfy the self-insured retention SIR") and deductible of the policy in lieu of CONSULTANT (as the named insured) should CONSULTANT fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director. CONSULTANT understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by CONSULTANT as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on CITY's behalf upon the CONSULTANT'S failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against CONSULTANT for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.

24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation.

25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 10 City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

Page 8 of 11 ends

24. USE OF
limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect.

Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Hired and Non-Owned).

CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current AM. Best Company Rating equivalent to at least a Rating of “A:Vll."
Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT’s expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16.

Self-Insured Retention/Deductibles. All policies required by this Agreement must allow CITY, as additional insured, to satisfy the self-insured retention (“SIR") and deductible of the policy in lieu of CONSULTANT (as the named insured) should CONSULTANT fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director. CONSULTANT understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by CONSULTANT as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on ClTY’s behalf upon the CONSULTANT’S failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against CONSULTANT for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.

SUBCONTRACTORS. CONSULTANT must obtain CITY’s prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation.

25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative

City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

Page 9 of 11 ends

description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update.

26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:

If to CONSULTANT: If to CITY:

Attention: Ryder Todd Smith Attention: Jeffrey L. Stewart, City Manager Tripepi Smith & Associates City of Bellflower
PO Box 52152 16600 Civic Center Drive
Irvine, CA 92619 Bellflower, CA 90706
626) 536-2173 562) 804-1424
[email protected] [email protected]
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations.

28. This Section applies only if box is checked. POLITICAL REFORM ACT. CONSULTANT agrees that it will be considered a public official subject to the Political Reform Act of 1974 for purposes of this Agreement. CONSULTANT agrees and warrants that it has no financial interests which may be materially affected by the project for which the Initial Study, as specified in the SERVICES, is being prepared. Such financial interests may include, without limitation, interests in business entities, real property, or sources of income exceeding $500 received within the past year. CONSULTANT further warrants that, before executing this Agreement, it reviewed the Political Reform Act of 1974 and the Fair Political Practices Commission regulations, including, without limitation, Chapter 7 of Title 2 of the California Administrative Code, Section 18700, et seq., in order to determine whether any conflict of interest would require CONSULTANT to refrain from performing the SERVICES or in any way attempting to use its official position to influence the governmental decisions underlying the subject environmental clearances."

29. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 11 City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

Page 9 of 11 ends

description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update.

26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:

If to CONSULTANT: If to CITY:

Attention: Ryder Todd Smith Attention: Jeffrey L. Stewart, City Manager Tripepi Smith & Associates City of Bellflower
PO Box 52152 16600 Civic Center Drive
Irvine, CA 92619 Bellflower, CA 90706
(626) 536-2173 (562) 804-1424
[email protected] jstewart@be|lflower.org
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, ClTY’s conflict of interest regulations.

28. [I This Section applies only if box is checked. POLITICAL REFORM ACT. CONSULTANT agrees that it will be considered a public official subject to the Political Reform Act of 1974 for purposes of this Agreement. CONSULTANT agrees and warrants that it has no financial interests which may be materially affected by the project for which the Initial Study, as specified in the SERVICES, is being prepared. Such financial interests may include, without limitation, interests in business entities, real property, or sources of income exceeding $500 received within the past year. CONSULTANT further warrants that, before executing this Agreement, it reviewed the Political Reform Act of 1974 and the Fair Political Practices Commission regulations, including, without limitation, Chapter 7 of Title 2 of the California Administrative Code, Section 18700, et seq., in order to determine whether any conflict of interest would require CONSULTANT to refrain from performing the SERVICES or in any way attempting to use its official position to influence the governmental decisions underlying the subject environmental clearances.”

29. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT’s bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT’s bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration

City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

Page 10 of 11 ends

contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability.

30. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement.

31. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County.

32. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement.

33. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are two Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.

34. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.

35. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect.

36. AUTHORITY/MODIFICATION. The Parties re resent and warrant that all necessap rY action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's Manager, or designee, may execute any such amendment on behalf of CITY.

37. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature.

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 12 City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

Page 10 of 11 ends

contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability.

30. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT’s or CITY's obligations under this Agreement.

31. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County.

32. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement.

33. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are two Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.

34. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.

35. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect.

36. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. ClTY’s Manager, or designee, may execute any such amendment on behalf of CITY.

37. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature.

City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

Page 11 of 11 ends

38. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

39. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.

40. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other.

41. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first 'nabove written.

CITY OF BE ER TRIPEPI SMITH 8 ASSOCIATES
Jeffr L. e a , City Manager Ryder Todd Smith, President A EST:
ay a O iqui, ity erk
APPROV D RM:
jfj .
i
v_
Karl H. Berger, i, y Attorney Taxpayer ID No. 73-1642614

ATTAC H M E
Exhibit A - Request for Proposal
Exhibit B - Consultant Fee Proposal
DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 13 City of Bellflower
Agreement File No. 684.4
Tripepi Smith & Associates

Page 11 of 11 ends

38. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

39. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.

40. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ reasonable control, then the Agreement will immediately terminate without obligation of either party to the other.

41. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first 'nabove written.

TRIPEPI SMITH 8: ASSOCIATES
DocuSigned by:

Jur MA Smith
Ryder o dAS'mith, President
APPROV RM:

Karl H. Berger, Attorney Taxpayer ID No. 73-1642614
ATTACHME :

Exhibit A - Request for Proposal
Exhibit B - Consultant Fee Proposal

NOTICE OF REQUEST FOR PROPOSALS

FOR VIDEO PRODUCTION, RECORDING, EDITING AND SUPPORT SERVICES NOTICE IS HEREBY GIVEN the City of Bellflower (City) will receive proposals for providing Video Production, Recording, Editing and Support Services.

Proposals will be received at the City Hall Reception Desk, 16600 Civic Center Drive, Bellfiower, California, 90706 until 4:30 p.m. on Thursday, July 14, 2022. All proposals must be clearly marked, "CITY OF BELLFLOWER VIDEO PRODUCTION, RECORDING, EDITING AND SUPPORT SERVICES PROPOSAL," and shall be delivered to the City Hall Reception Desk during the business hours of 8:00 a.m. to 5:30 p.m., Monday through Thursday, and 8:00 a.m. to 4:30 p.m. every other Friday, except holidays and those Fridays on which City Hall is closed. POSTMARKS WILL NOT BE ACCEPTED. Failure of, or disturbances in any mail service is not a legitimate reason for proposals submitted after the above due date. Facsimiles wiil not be accepted. The City may extend the deadline at its option.

Submit three (3) copies of your Proposal. It should be understood the final fee will be negotiated with the City. As part of the Cost Proposal, please provide a breakdown of the hourly rates and any other applicable fees.
i taff and the ro osalsAllsubmittedproposalswillbereviewedandanalyzedbyCtyspp which best meet the City's needs will be selected for further analysis and negotiation.

The City reserves the right, in its sole discretion during the selection process, to reject any or all proposals or any portion without exception or explanation.

Parties interested in obtaining a Request for Proposals (RFP) Package (at no cost) should contact the:

Parks and Recreation Department
16614 S. Clark Ave.

Bellflower, CA 90706
562) 804-1424 x2267
A copy of the RFP can also be downloaded from the City's website at:
http://www.bellflower.orq .

For questions regarding this RFP you may contact Kristen Smith, Recreation Manager, at 562-804-1424, extension 2267, or [email protected].

MANDATORY WALK-THROUGH
A mandatory in-person walk-through will be held at 10:30 AM, Tuesday, June 21, 2022 at City Hall, 16600 Civic Center Drive, Beliflower, CA 90706. Proposers will have an opportunity to examine City's City Council Chambers and video room. Attendance of the walk-through is mandatory for parties wishing to submit a proposal.

SUBMITTAL DEADLINE

TO BE CONSIDERED, PROPOSAL MUST BE SUBMITTED NO LATER THAN Thursday, July 14, 2022, at 4:30 p.m. at the City Hall Reception Desk, 16600 Civic Center Drive, Bellflower, California, 90706. Postmarks will not be accepted. Failure of, or disturbances in any mail service is not a legitimate reason for proposals submitted after the above due date. Electronic mail or facsimiles will not be accepted. The City may extend the deadline at its option.

Page 1 of 7 ends

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 14 NOTICE OF REQUEST FOR PROPOSALS

FOR VIDEO PRODUCTION, RECORDING, EDITING AND SUPPORT SERVICES NOTICE IS HEREBY GIVEN the City of Bellflower (City) will receive proposals for providing Video Production, Recording, Editing and Support Services.

Proposals will be received at the City Hall Reception Desk, 16600 Civic Center Drive, Bellflower, California, 90706 until 4:30 pm. on Thursday, July 14, 2022. All proposals must be clearly marked, “CITY OF BELLFLOWER VIDEO PRODUCTION, RECORDING, EDITING AND SUPPORT SERVICES PROPOSAL," and shall be delivered to the City Hall Reception Desk during the business hours of 8:00 am. to 5:30 pm, Monday through Thursday, and 8:00 am. to 4:30 pm. every other Friday, except holidays and those Fridays on which City Hall is closed. POSTMARKS WILL NOT BE ACCEPTED. Failure of, or disturbances in any mail service is not a legitimate reason for proposals submitted after the above due date. Facsimiles will not be accepted. The City may extend the deadline at its option.

Submit three (3) copies of your Proposal. It should be understood the final fee will be negotiated with the City. As part of the Cost Proposal, please provide a breakdown of the hourly rates and any other applicable fees.

All submitted proposals will be reviewed and analyzed by City staff and the proposals which best meet the City’s needs will be selected for further analysis and negotiation.

The City reserves the right, in its sole discretion during the selection process, to reject any or all proposals or any portion without exception or explanation.

Parties interested in obtaining a Request for Proposals (RFP) Package (at no cost) should contact the:

Parks and Recreation Department
16614 S. Clark Ave.

Bellflower, CA 90706
(562) 804-1424 x2267
A copy of the RFP can also be downloaded from the City’s website at:
http://www.bellflower.org .

For questions regarding this RFP you may contact Kristen Smith, Recreation Manager, at 562-804-1424, extension 2267, or ksmith@be|lflower.org.

MANDATORY WALK-THROUGH
A mandatory in-person walk-through will be held at 10:30 AM, Tuesday, June 21, 2022 at City Hall, 16600 Civic Center Drive, Bellflower, CA 90706. Proposers will have an opportunity to examine City’s City Council Chambers and video room. Attendance of the walk-through is mandatory for parties wishing to submit a proposal.

SUBMITTAL DEADLINE

TO BE CONSIDERED, PROPOSAL MUST BE SUBMITTED NO LATER THAN Thursday, July 14, 2022, at 4:30 pm. at the City Hall Reception Desk, 16600 Civic Center Drive, Bellflower, California, 90706. Postmarks will not be accepted. Failure of, or disturbances in any mail service is not a legitimate reason for proposals submitted after the above due date. Electronic mail or facsimiles will not be accepted. The City may extend the deadline at its option.

Page 1 of 7 ends

Notice of RFP for Video Services
City of Bellflower

Page 2 of 21 ends

1.0 BACKGROUND
The City of Bellflower (City) is seeking proposals from qualified Contractors for professional video services to provide a variety of video production, recording, editing, and support related tasks assigned by the Parks and Recreation Department in support of various departments, events, and projects throughout the City. The successful Contractor must have the knowledge, expertise, staff, and availability to perform all the work as specified within this RFP; and, have the resources to conduct a full service turnkey video recording and production operation. City does not commitI to a specific number of projects or hours that video services and support may be I
needed.

2.0 SCOPE OF SERVICES

2.1 VIDEO SERVICES OPERATIONS
The Contractor will maintain the necessary equipment and offsite, permanent operation for conducting all services specified within this RFP.

2.2 CITY COUNCIL MEETINGS
The Contractor will be required to attend all City Council meetings and operate and be able to provide support with all audio/visual equipment furnished by the City in the City's City Council Chambers and video room. An inventory list of the City Council Chambers audio/visual system is listed in Appendix A: Council Chambers and Video Room Equipment List and will be reviewed at the mandatory walk- through.

Typically, the City Council meets on the 2 d and 4th Monday of each month and the video service needs will begin at 4:30 p.m., and continue until the meeting has concluded and all video production assigned tasks have been completed, including producing a finalized digital file of the City Council meeting for playback and broadcasting through the City's PEG channel via a Tightrope Cablecast Flex 2/Carousel 340-SDI Video Server/Bulletin Board System, which is the current method of broadcasting for City programming; along with a digital file of the City Council meeting for playback on the City's YouTube channel. Special meetings are scheduled on an as needed basis and to accommodate holiday scheduling.

Broadcasts of City programming, including City Council meetings, are conducted from the Video Room at Bellflower City Hall, since the City has a dedicated PEG Channel feed through Spectrum, the local Cable TV franchisee. This will require the selected Contractor to ensure the City Council meetings are captured on the Tightrope Cablecast broadcast media server, and airing of the City Council meetings and other City programming is properly scheduled.

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 15 Notice of RFP for Video Services
City of Bellflower

Page 2 of 21 ends

1.0 BACKGROUND
The City of Bellflower (City) is seeking proposals from qualified Contractors for professional video services to provide a variety of video production, recording, editing, and support related tasks assigned by the Parks and Recreation Department in support of various departments, events, and projects throughout the City. The successful Contractor must have the knowledge, expertise, staff, and availability to perform all the work as specified within this RFP; and, have the resources to conduct a full service turnkey video recording and production operation. City does not commit to a specific number of projects or hours that video services and support may be needed.

2.0 SCOPE OF SERVICES

2.1 VIDEO SERVICES OPERATIONS
The Contractor will maintain the necessary equipment and offsite, permanent operation for conducting all services specified within this RFP.

2.2 CITY COUNCIL MEETINGS
The Contractor will be required to attend all City Council meetings and operate and be able to provide support with all audio/visual equipment furnished by the City in the City’s City Council Chambers and video room. An inventory list of the City Council Chambers audio/visual system is listed in Appendix A: Council Chambers and Video Room Equipment List and will be reviewed at the mandatory walk- through.

Typically, the City Council meets on the 2"d and 4th Monday of each month and the video service needs will begin at 4:30 p.m., and continue until the meeting has concluded and all video production assigned tasks have been completed, including producing a finalized digital file of the City Council meeting for playback and broadcasting through the City’s PEG channel via a Tightrope Cablecast Flex 2/Carousel 340-SDI Video Server/Bulletin Board System, which is the current method of broadcasting for City programming; along with a digital file of the City Council meeting for playback on the City’s YouTube channel. Special meetings are scheduled on an as needed basis and to accommodate holiday scheduling.

Broadcasts of City programming, including City Council meetings, are conducted from the Video Room at Bellfiower City Hall, since the City has a dedicated PEG Channel feed through Spectrum, the local Cable TV franchisee. This will require the selected Contractor to ensure the City Council meetings are captured on the Tightrope Cablecast broadcast media server, and airing of the City Council meetings and other City programming is properly scheduled.

Notice of RFP for Video Services
City of Bellflower

Page 3 of 21 ends

2.3 SPECIAL EVENTS AND PROJECTS
Video service projects and tasks are needed on an as-needed basis throughout the year. Projects can vary from short promotional videos to full-length event coverage videos. With reasonable notice, the Contractor will be required to attend events or project shoots for video recording, in addition to creating a final video product for distribution through multiple outlets including digital, DVD, social media, etc.

Several examples can be found on the City's YouTube channel here:
https://www.youtube.com/user/CityOfBellflower
Contractor may be utilized for additional video/audio support services at The Mayne Events Center and Fire Museum facility, located at 16400 Bellflower Blvd., the William and Jane Bristol Civic Auditorium (WJBCA) facility, located at 16600 Civic Center Dr., and other City facilities and special events on an as-needed basis.

3.0 SERVICE HOURS AND PROJECT REQUESTS
The Contractor's response time following a request for service from the City shall be within two working days, at no extra charge. The Contractor's responses will include a confirmation of service/project direction and needs, as well as an estimated number of billable hours to be dedicated to the project and the turnaround time of the request. Contractor will maintain a computerized and hard copy record of project requests.

4.0 CONTRACTOR SELECTION SCHEDULE
The City intends to utilize the following planning chart for the timetable and process of evaluating proposals.

Request for Proposals posted: June 8, 2022
Mandatory Walk-Through: June 21, 2022
Deadline for Questions or Requests for Information: July 7, 2022 Proposals due and received (by 4:30 PM): July 14, 2022 City Review of Proposals:July 15—August 4, 2022
Contractor Selection by: August 12, 2022
City Council Approval of Agreement: September 12, 2022

5.0 PROPOSAL FORMAT GUIDELINES
Interested Contractors are to provide the City with a thorough proposal using the following guidelines:

5.1 COVER
The cover should clearly display the title of this RFP, "City of Bellflower Video Production, Recording, Editing and Support Services Proposal." Each submittal should have tabs numbered with the following categories:

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 16 Notice of RFP for Video Services
City of Bellflower

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2.3 SPECIAL EVENTS AND PROJECTS
Video service projects and tasks are needed on an as-needed basis throughout the year. Projects can vary from short promotional videos to full-length event coverage videos. With reasonable notice, the Contractor will be required to attend events or project shoots for video recording, in addition to creating a final video product for distribution through multiple outlets including digital, DVD, social media, etc.

Several examples can be found on the City’s YouTube channel here:
https://www.voutube.com/user/CitvOfBellflower
Contractor may be utilized for additional video/audio support services at The Mayne Events Center and Fire Museum facility, located at 16400 Bellflower Blvd., the William and Jane Bristol Civic Auditorium (WJBCA) facility, located at 16600 Civic Center Dr., and other City facilities and special events on an as-needed basis.

3.0 SERVICE HOURS AND PROJECT REQUESTS
The Contractor’s response time following a request for service from the City shall be within two working days. at no extra charge. The Contractor’s responses will include a confirmation of service/project direction and needs, as well as an estimated number of billable hours to be dedicated to the project and the turnaround time of the request. Contractor will maintain a computerized and hard copy record of project requests.

4.0 CONTRACTOR SELECTION SCHEDULE
The City intends to utilize the following planning chart for the timetable and process of evaluating proposals.

Request for Proposals posted: June 8, 2022
Mandatory Walk-Through: June 21, 2022
Deadline for Questions or Requests for Information: July 7, 2022 Proposals due and received (by 4:30 PM): July 14, 2022
City Review of Proposals: July 15 —August 4, 2022
Contractor Selection by: August 12, 2022
City Council Approval of Agreement: September 12, 2022

5.0 PROPOSAL FORMAT GUIDELINES
Interested Contractors are to provide the City with a thorough proposal using the following guidelines:

5.1 COVER
The cover should clearly display the title of this RFP, “City of Bellflower Video Production, Recording, Editing and Support Services Proposal.” Each submittal should have tabs numbered with the following categories:

Notice of RFP for Video Services
City of Bellflower

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5.2 EXECUTIVE SUMMARY
Provide a cover letter that states the title of the RFP. Include the following information:

Primary contact for the submittal
Street address (post office boxes are not acceptable)
Telephone number
Fax number
E-mail address
Web address, if applicable

5.3 INTRODUCTION
Provide general information about your operations, whether you are an individual or a firm, include size, scope of practice, years in business, number of employees, if any, and office location(s). State the legal name, address and legal structure of your firm.

5.4 PROGRAM TEAM AND MANAGEMENT

5.4.1 Orqanization: This section should include a listing of the staff and management proposed for the Services to be provided, as well as an organization chart.

5.4.2 Prior Experience: Indicate the relevant experience in undertaking this work.

Provide a description of at least three previous Service Agreements. For each Service Agreement, identify the client and client contact, type of funding, and cost.

5.4.3 Key Staff: Indicate the education, registration, licenses and certifications, background and relevant experience of the individuals principally responsible for the completion of the work. Indicate years with your firm and whether qualifying experience was with your firm. Identify the roles, responsibilities and time commitment of all key staff. Include resumes of key staff.

5.5 APPROACH TO REQUESTED SERVICES
State your understanding, approach to the services, proposed methodology and any suggestion for the City. Provide digital copies of sample projects you have worked on for evaluation.

5.5.1 Eguipment and software: Provide a list of equipment and software that you will utilize to complete all video production, recording, editing, and support services related to the RFP.

5.5.2 Finished product: Provide a detailed description of the different formats you will be capable of producing final video products into.

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 17 Notice of RFP for Video Services
City of Bellflower

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5.2 EXECUTIVE SUMMARY
Provide a cover letter that states the title of the RFP. Include the following information:

Primary contact for the submittal
Street address (post office boxes are not acceptable)
Telephone number
Fax number
E-mail address
Web address, if applicable

5.3 INTRODUCTION
Provide general information about your operations, whether you are an individual or a fim'l, include size, scope of practice, years in business, number of employees, if any, and office location(s). State the legal name, address and legal structure of your firm.

5.4 PROGRAM TEAM AND MANAGEMENT

5.4.1 Organization: This section should include a listing of the staff and management proposed for the Services to be provided, as well as an organization chart.

5.4.2 Prior Experience: Indicate the relevant experience in undertaking this work.

Provide a description of at least three previous Service Agreements. For each Service Agreement, identify the client and client contact, type of funding, and cost.

5.4.3 Key Staff: Indicate the education, registration, licenses and certifications, background and relevant experience of the individuals principally responsible for the completion of the work. Indicate years with your firm and whether qualifying experience was with your firm. Identify the roles, responsibilities and time commitment of all key staff. Include resumes of key staff.

5.5 APPROACH TO REQUESTED SERVICES
State your understanding, approach to the services, proposed methodology and any suggestion for the City. Provide digital copies of sample projects you have worked on for evaluation.

5.5.1 Eguipment and software: Provide a list of equipment and software that you will utilize to complete all video production, recording, editing, and support services related to the RFP.

5.5.2 Finished product: Provide a detailed description of the different formats you will be capable of producing final video products into.

Notice of RFP for Video Services
City of Bellflower

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5.6 CITY PROVIDED SUPPORT
State any support you will require from the City.

5.7 ADMINISTRATIVE REQUIREMENTS

5.7.1 Siqnature: The Proposal will be signed by a company officer authorized to bind the firm and will contain a statement indicating that the proposal is valid for ninety (90) days.

5.7.2 Questions Reqarding the RFP: Please direct any questions regarding this RFP in writing to the City's Recreation Manager, Kristen Smith, at [email protected] or via fax at 562-925-7272.

5.8 FEE PROPOSAL
The City is interested in a fee proposal consisting of hourly rates for City Council Meeting video related tasks utilizing City provided equipment, special event and project video related tasks utilizing Contractor's own equipment, additional audio support services at City facilities and special events on an as-needed basis utilizing either City provided audio equipment or Contractor's own audio equipment, and any other fees that may be applicable. Contractor will provide a completed Appendix B: Fee Proposal.

6.0 GENERAL TERMS AND CONDITIONS

6.1 AGREEMENTS BETWEEN CONTRACTOR AND CITY
The City will prepare an Agreement for Professional Services with the successful Contractor using the template in Appendix D. Proposal must state Contractor's willingness to enter into City's agreement as represented in Appendix D, or list any amendments that may be proposed.

6.2 LATE SUBMITTALS
It is the Contractor's sole responsibility to ensure proposals are received at the City Hall ReceptionisYs Desk prior to the scheduled closing time specified in this RFP.

Submittals will not be accepted after the deadline. Postmarks will not be accepted.

Failure of, or disturbances in any mail service is not a legitimate reason for Statements of Proposals to be submitted after the above due date. Proposals submitted by e-mail or facsimile will not be accepted.

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City of Bellflower

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5.6 CITY PROVIDED SUPPORT
State any support you will require from the City.

5.7 ADMINISTRATIVE REQUIREMENTS

5.7.1 Signature: The Proposal will be signed by a company officer authorized to bind the firm and will contain a statement indicating that the proposal is valid for ninety (90) days.

5.7.2 Questions Regarding the RFP: Please direct any questions regarding this RFP in writing to the City’s Recreation Manager. Kristen Smith, at [email protected] or via fax at 562-925-7272.

5.8 FEE PROPOSAL
The City is interested in a fee proposal consisting of hourly rates for City Council Meeting video related tasks utilizing City provided equipment, special event and project video related tasks utilizing Contractor's own equipment, additional audio support services at City facilities and special events on an as-needed basis utilizing either City provided audio equipment or Contractor’s own audio equipment, and any other fees that may be applicable. Contractor will provide a completed Appendix B: Fee Proposal.

6.0 GENERAL TERMS AND CONDITIONS

6.1 AGREEMENTS BETWEEN CONTRACTOR AND CITY
The City will prepare an Agreement for Professional Services with the successful Contractor using the template in Appendix D. Proposal must state Contractor’s willingness to enter into City’s agreement as represented in Appendix D. or list any amendments that may be proposed.

6.2 LATE SUBMITTALS
It is the Contractor’s sole responsibility to ensure proposals are received at the City Hall Receptionist’s Desk prior to the scheduled closing time specified in this RFP.

Submittals will not be accepted after the deadline. Postmarks will not be accepted.

Failure of, or disturbances in any mail service is not a legitimate reason for Statements of Proposals to be submitted after the above due date. Proposals submitted by e-mail or facsimile will not be accepted.

Notice of RFP for Video Services
City of Bellflower

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6.3 EVALUATION OF SUBMITTALS
The City will evaluate submittals with the intent of selecting the most qualified Contractor. Evaluation criteria include but are not limited to the following:

Evaluation Factor Weight
Fee Proposal 50
Meaningful experience providing Video Production Services 15 Past record with municipal and/or other government agency agreements 10 Compliance with RFP requirements (Scope of Services, Proposal Format, etc) 10 Responsiveness and thoroughness of proposal 5
Level of care and support provided to internal and external customers 5 Any other factors determined by City to be relevant to the performance of these services 5
Tota I 100
Note: The apparent most qualified proposer may be selected to be interviewed by City Representatives. The City reserves the right to interview as many or few proposers as deemed appropriate by the City. The City also reserves the right to make its selection without conducting interviews.

After evaluation of the proposals, negotiation for the price of the agreement will commence with the top ranked proposer based on the submitted cost proposals. If agreement cannot be reached, negotiations may be initiated with the next ranked proposer.

6.4 REJECTION OF PROPOSALS
The City reserves the right to reject all proposals received in response to this RFP and to waive any irregularity in any proposal if it is determined to be in the best interest of the City to do so.

6.5 PROPOSAL VALIDITY PERIOD
Submission of a proposal will signify the proposer's agreement that the proposal, and contents thereof, are valid for at least ninety (90) days following the submission of the proposal and will become part of the agreement that is negotiated with the successful Contractor.

6.6 SUBSTITUTION OF PERSONNEL
If one or more of the key personnel represented in the proposal becomes unavailable during the course of the programs, then the Contractor may substitute other personnel of at least equal competence upon written approval of the City. In the event that the City and Contractor cannot agree as to the substitution of key personnel, the City will be entitled to terminate the Agreement for Services with the Contractor.

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 19 Notice of RFP for Video Services
City of Bellflower

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6.3 EVALUATION OF SUBMITTALS
The City will evaluate submittals with the intent of selecting the most qualified Contractor. Evaluation criteria include but are not limited to the following:

Evaluation Factor %Weight
Fee Proposal 50
Meaningful experience providing Video Production Services 15 Past record with municipal and/or other government agency agreements 10 Compliance with RFP requirements (Scope of Services, Proposal Format, etc) 10 Responsiveness and thoroughness of proposal 5
Level of care and support provided to internal and external customers 5 Any other factors determined by City to be relevant to the performance of these services 5
Total 100
Note: The apparent most qualified proposer may be selected to be interviewed by City Representatives. The City reserves the right to interview as many or few proposers as deemed appropriate by the City. The City also reserves the right to make its selection without conducting interviews.

After evaluation of the proposals, negotiation for the price of the agreement will commence with the top ranked proposer based on the submitted cost proposals. If agreement cannot be reached, negotiations may be initiated with the next ranked proposer.

6.4 REJECTION OF PROPOSALS
The City reserves the right to reject all proposals received in response to this RFP and to waive any irregularity in any proposal if it is determined to be in the best interest of the City to do so.

6.5 PROPOSAL VALIDITY PERIOD
Submission of a proposal will signify the proposer’s agreement that the proposal, and contents thereof, are valid for at least ninety (90) days following the submission of the proposal and will become part of the agreement that is negotiated with the successful Contractor.

6.6 SUBSTITUTION OF PERSONNEL
If one or more of the key personnel represented in the proposal becomes unavailable during the course of the programs, then the Contractor may substitute other personnel of at least equal competence upon written approval of the City. In the event that the City and Contractor cannot agree as to the substitution of key personnel, the City will be entitled to terminate the Agreement for Services with the Contractor.

Notice of RFP for Video Services
City of Bellflower

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I 6.7 DOCUMENTS TO BE CONSTRUED TOGETHER
The RFP and all documents incorporated by reference in an agreement entered into between the Contractor and the City, and all modifications of said documents, willI I be construed together as one document.

6.8 MINIMUM INSURANCE REQUIREMENTS
The Contractor will maintain, at a minimum, the insurance requirements specified in the Professional Services Agreement. Appendix C must be signed and submitted with project proposal.

6.9 ADDITIONAL SERVICES
The City will have the right to make alterations, eliminations, and additions to the scope of services. Exercise of such right will in no way void the agreement. The City and the Contractor will agree upon the value of such additional services or deleted work prior to proceeding with the said additional services.

6.10 SUBMITTALS
Three (3) copies of the proposal must be received by the date and time specified above in this RFP. Hand deliver, express, or mail proposals only to:

City of Bellflower
Parks and Recreation Department
Attn: Kristen Smith, Recreation Manager
16600 Civic Center Drive
Bellflower, CA 90706
Attachments:

Appendix A: Council Chambers and Video Room Equipment List Appendix B: Fee Proposal
Appendix C: Insurance Requirements
Appendix D: Sample Agreement for Services
DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 20 Notice of RFP for Video Services
City of Bellflower

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6.7 DOCUMENTS TO BE CONSTRUED TOGETHER
The RFP and all documents incorporated by reference in an agreement entered into between the Contractor and the City, and all modifications of said documents, will be construed together as one document.

6.8 MINIMUM INSURANCE REQUIREMENTS
The Contractor will maintain, at a minimum, the insurance requirements specified in the Professional Services Agreement. Appendix C must be signed and submitted with project proposal.

6.9 ADDITIONAL SERVICES
The City will have the right to make alterations, eliminations, and additions to the scope of services. Exercise of such right will in no way void the agreement. The City and the Contractor will agree upon the value of such additional services or deleted work prior to proceeding with the said additional services.

6.10 SUBMITTALS
Three (3) copies of the proposal must be received by the date and time specified above in this RFP. Hand deliver, express, or mail proposals only to:

City of Bellflower
Parks and Recreation Department
Attn: Kristen Smith, Recreation Manager
16600 Civic Center Drive
Bellflower, CA 90706
Attachments:

Appendix A: Council Chambers and Video Room Equipment List Appendix B: Fee Proposal
Appendix C: Insurance Requirements
Appendix D: Sample Agreement for Services

Notice of RFP for Video Services
City of Bellflower

Page 8 of 21 ends

CITY OF BELLFLOWER
REQUEST FOR PROPOSALS —APPENDIX A

COUNCIL CHAMBERS AND VIDEO ROOM EQUIPMENT LIST
Manufacturer Model Description
Apple Final Cut Pro Software Editor for OFE Mac
Apple iPad 2 Apple iPad 2
Argosy 90-V2R-1005 Production Workstation
Atlas C803A T87 Ceiling Speaker Assembly
Behringer Ultragain ADA8000 8 channels A/D & D/A converter Blackmagic Design ATEM 2 M/E Production Switcher
Blackmagic Design ATEM 1 M/E Panel Control Surface
Blackmagic Design CONVMCAUDS2 Audio to SDI Embedder
Blackmagic Design Hyperdeck Studio Digital Video Recorder Blackmagic Design DeckLink Studio HDSDI Mac Interface
Blackmagic Design Smart VideoHub 12 x 12 SDI Matrix Switcher Blackmagic Design SmartView Duo Output Monitor
Blonder Tongue AM-60-550 NTSC Modulator
Chief LTMU Flat Panel Mount
ClearOne SR1212 Digital Matrix Mixer
Clock Audio C800E-RF Microphone
Clock Audio S133 Microphone Stand
Crestron DM-MD16X16 PC Video Switcher Frame
Crestron DMC-HD Input card for DM Switchers
Crestron DMC-C DM Input Module
Crestron DMCO-5530 HDMI output module
Crestron DM-TX-200-C-2G-WALL PC Input Plate
Crestron AV3 Wireless System Controller
Crestron IDOC-PAD2-DSC iPad Docking Station
Crestron DMC-HD HDMI input card
Crestron C2N-FT-TPS4-BALUN Fliptop DA Mic Control Station Crestron GLA-DMX512 DMX Lighting Controller
Crestron MOBILE PRO-G Crestron Mobile Pro-G
Crestron SW-XPANEL-FOR-MAC Crestron Virtual Touch Panel Crown CD11000 Audio Amplifier
Da-Lite 133" Da-Mat HD 88545 Tensioned Electrol Screen
Elmo P10 HD Document Camera
Extron MDA3V Video Distribution Amplifiers
HP V1910-24G Ethernet Switch
Intel SSDSA2CW300G3B5 Solid State Drive
Litepanels 903-1001 LED Flood Lighting Panel
Marshall M-LYNX-702W Dual 7" Monitor w/Waveforms
Middle Atlantic UPS-S1500R 1500 VA Rackmount UPS
Panasonic TC-L37E3 HD Multi-view Monitor
Panasonic PTDZ 6710U HD Video Projector
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City of Bellflower

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CITY OF BELLFLOWER
REQUEST FOR PROPOSALS — APPENDIX A

COUNCIL CHAMBERS AND VIDEO ROOM EQUIPMENT LIST
Manufacturer
Apple
Apple
Argosy
Atlas
Behringer
Blackmagic Design
Blackmagic Design
Blackmagic Design
Blackmagic Design
Blackmagic Design
Blackmagic Design
Blackmagic Design
Blonder Tongue
Chief
ClearOne
Clock Audio
Clock Audio
Crestron
Crestron
Crestron
Crestron
Crestron
Crestron
Crestron
Crestron
Crestron
Crestron
Crestron
Crestron
Crown
Da-Lite
Elmo
Extron
HP
Intel
Litepanels
Marshall
Middle Atlantic
Panasonic
Panasonic
Model
Final Cut Pro
iPad 2
90-V2R-1005
0803A T87
Ultragain ADA8000
ATEM 2 M/E
ATEM 1 WE Panel

CONVMCAUDSZ
Hyperdeck Studio
DeckLink Studio
Smart VideoHub
SmartView Duo
AM-60-550
LTMU
SR1212

CBOOE-RF
S133
DM-MD16X16
DMC-HD
DMC-C
DMCO-5530
DM-TX-200-C-2G-WALL
AV3
lDOC-PADZ-DSC
DMC-HD
CZN-FT-TPS4—BALUN
GLA-DMX512

MOBILE PRO-G

SW-XPANEL-FOR-MAC
CDI1000
133” Da-Mat HD 88545
P10
MDA3V
V1910-24G
SSDSA2CW300G3B§
903-1001
M—LYNX-702W
UPS-S1500R
TC-L37E3
PTDZ 6710U
Description
Software Editor for OFE Mac
Apple iPad 2
Production Workstation
Ceiling Speaker Assembly
8 channels AID & D/A converter
Production Switcher
Control Surface
Audio to SDI Embedder
Digital Video Recorder
HDSDI Mac Interface
12 x 12 SDI Matrix Switcher
Output Monitor
NTSC Modulator
Flat Panel Mount
Digital Matrix Mixer
Microphone
Microphone Stand
PC Video Switcher Frame
Input card for DM Switchers
DM Input Module
HDMI output module
PC Input Plate
Wireless System Controller
iPad Docking Station
HDMI input card
Fliptop DA Mic Control Station
DMX Lighting Controller
Crestron Mobile Pro-G
Crestron Virtual Touch Panel
Audio Amplifier
Tensioned Electrol Screen
HD Document Camera
Video Distribution Amplifiers
Ethernet Switch
Solid State Drive
LED Flood Lighting Panel
Dual 7” Monitor w/ Waveforms
1500 VA Rackmount UPS
HD Multi-view Monitor
HD Video Projector

Notice of RFP for Video Services
City of Bellflower

Page 9 of 21 ends

Manufacturer Model Description
Premier PTM Monitor Tilt Mount
Premier PDS-Plus Projector Mount
RDL DS-XLR3F Decora Mic Input Plate
RDL ST-UMX3 Universal Mixer 3x1
Sharp LC42LE540U 42" LED LCD Monitor
Sharp LC80LE632U 80" LED LCD Monitor
Shure ULXS124/85 Microphone Receiver Combination
Tascam BD-r2000 BD/DVD Recorder-Player
Tightrope CAR-CG340-SDI Carousel Bulletin Board
Tightrope CBL-FLEX2-340 Cablecast Flex 2 Video Server
TripLite Smart500RT1 U Uninterruptable Power Supply
Vaddio WaIIVIEW CCU HD-20CAT5 HD Camera
Vaddio 999-5300-00 PTZ Camera Controller
Viewsonic VX2252MH 22" Computer Display
Whirlwind SPC82 Pack Mount Splitter
Yamaha 01V96 Digital Audio Mixer
ZeeVee ZVPro280 HD QAM Encoder/Modulator
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City of Bellflower

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Manufacturer Model Description
Premier PTM Monitor Tilt Mount
Premier PDS-Plus Projector Mount
RDL DS-XLR3F Decora Mic Input Plate
RDL ST-UMX3 Universal Mixer 3x1
Sharp LC42LE540U 42" LED LCD Monitor
Sharp LCBOLE632U 80” LED LCD Monitor
Shure ULXS124/85 Microphone Receiver Combination
Tascam BD-r2000 BD/DVD Recorder-Player
Tightrope CAR-CG340-SDI Carousel Bulletin Board
Tightrope CBL-FLEX2-340 Cablecast Flex 2 Video Server
TripLite Smart500RT1 U Uninterruptable Power Supply
Vaddio WallVIEW CCU HD-ZOCAT5 HD Camera
Vaddio 999-5300-00 PTZ Camera Controller
Viewsonic VX2252MH 22” Computer Display
Whirlwind SPC82 Pack Mount Splitter
Yamaha 01V96 Digital Audio Mixer
ZeeVee ZVPr0280 HD QAM Encoder/Modulator

Notice of RFP for Video Services
City of Bellflower

Page 10 of 21 ends

CITY OF BELLFLOWER

REQUEST FOR PROPOSALS - APPENDIX B

FEEPROPOSAL
Item Hourly Rates
Hourly Rate for Video Production of Special hour
Events and Projects (at various locations
using Contractor provided equipment and
supplies)
Hourly Rate for Video Production of City hour
Council Meetings (at City Hall using City
provided equipment and supplies)
Hourly Rates for additional audio support hour
services at City facilities and special
events on an as-needed basis utilizing
either City provided audio equipment (1)
2 $ hour
or Contractor's own audio equipment (2).

Other (Please explain): per
Applicable Notes, if any:

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CITY OF BELLFLOWER

REQUEST FOR PROPOSALS - APPENDIX B

FEE PROPOSAL
Item Hourly Rates
Hourly Rate for Video Production of Special $ Ihour
Events and Projects (at various locations
using Contractor provided equipment and
supplies)
Hourly Rate for Video Production of City $ Ihour
Council Meetings (at City Hall using City
provided equipment and supplies)
Hourly Rates for additional audio support (1) $ Ihour
services at City facilities and special
events on an as-needed basis utilizing
either City provided audio equipment (1) (2) $ /hour
or Contractor’s own audio equipment (2).

Other (Please explain): $ per
Applicable Notes, if any:

Notice of RFP for Video Services
City of Bellflower

Page 11 of 21 ends

INSURANCE REQUIREMENTS — APPENDIX C
MUST BE SUBMITTED WITH PROJECT PROPOSAL]
To be awarded this contract, the successful bidder must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Tvpe of Insurance Limits
Commercial general liability: 2,000,000
Professional liability 1,000,000
Business automobile liability 1,000,000
Workers compensation Statutory requirement.

Commercial general liability insurance must meet or exceed the requirements of ISO- CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above must be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to name the City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by the City will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance must be on an occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City.

Automobile coverage must be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto).

The Consultant must furnish to the City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by the City from time to time. Insurance must be placed with admitted insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. The Consultant will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word endeavor" with regard to any notice provisions.

By signing this form, the bidder certifies that it has read, understands, and will comply with these insurance requirements if it is selected as the City's consultant. Failure to return this form may render the bidder's proposal "nonresponsive." Date Bidder Signature
Name of the Company
DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 24 Notice of RFP for Video Services
City of Bellflower

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INSURANCE REQUIREMENTS - APPENDIX C
[MUST BE SUBMITTED WITH PROJECT PROPOSAL]
To be awarded this contract, the successful bidder must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
11% 9f Insurance Limits
Commercial general liability: $2,000,000
Professional liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement.

Commercial general liability insurance must meet or exceed the requirements of ISO- CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above must be a combined single limit per occurrence for bodily injury, personal injury. and property damage for the policy coverage. Liability policies must be endorsed to name the City, its officials, and employees as “additional insureds" under said insurance coverage and to state that such insurance will be deemed “primary" such that any other insurance that may be carried by the City will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance must be on an “occurrence,” not a “claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City.

Automobile coverage must be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto).

The Consultant must furnish to the City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required underthis Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by the City from time to time. Insurance must be placed with admitted insurers with a current AM. Best Company Rating equivalent to at least a Rating of “A:Vll." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. The Consultant will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor" with regard to any notice provisions.

By signing this form, the bidder certifies that it has read, understands, and will comply with these insurance requirements if it is selected as the City’s consultant. Failure to return this form may render the bidder's proposal “nonresponsive.” Date Bidder Signature
Name of the Company

CITY OF BELLFLOWER
REQUEST FOR PROPOSALS — APPENDIX D

SAMPLE AGREEMENT
AGREEMENT FILE NO. XXX

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF BELLFLOWER AND

INSERT NAME OF CONTRACTED PARTY HERE

FOR VIDEO PRODUCTION, RECORDING, SUPPORT, AND SERVICES
THIS AGREEMENT is entered into this f ; ; io e tzz day of _:, herc r.o r text 20C(ir - . r. r :F:x; , by and between the CITY OF BELLFLOWER, a municipal corporation and general law city ("CITY") and sr s r¢ r r, a ,rs ni t a ; c r;orat o;; ;:; st-3t ¢ r c;,;r cra ic r; ("CONSULTANT").

1. CONSIDERATION.

A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed ;';:ck here to :-t r .ex for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit ""! cri. r -rtt -x- ," which is incorporated by reference.

2. SCOPE OF SERVICES.

A. CONSULTANT will perform services listed in the attached Exhibit ";i t re t ent- text ," which is incorporated by reference.

B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement.

3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT.

Page 12 of 21 ends

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 25 CITY OF BELLFLOWER

REQUEST FOR PROPOSALS - APPENDIX D

SAMPLE AGREEMENT
AGREEMENT FILE NO. XXX

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF BELLFLOWER AND

INSERT NAME OF CONTRACTED PARTY HERE

FOR VIDEO PRODUCTION, RECORDING, SUPPORT, AND SERVICES
THIS AGREEMENT is entered into this Click here to enter text. day of Click here to enter text. 20C|ick here to enter text, by and between the CITY OF BELLFLOWER, a municipal corporation and general law city (“CITY”) and Consultant name, a type of organization, e.g., corporation, and state of incorporation (“CONSULTANT”).

1. CONSIDERATION.

A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below;
As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement;
As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed Click here to enter text. for CONSULTANT’s services. CITY may modify this amount as set forth below. Unless othenivise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit “Click here to enter text," which is incorporated by reference.

2. SCOPE OF SERVICES.

A. CONSULTANT will perform services listed in the attached Exhibit “Click here to enter text,” which is incorporated by reference.

CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein othenivise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement.

3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT’s services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY’S satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT.

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Notice of RFP for Video Services
City of Bellflower

Page 13 of 21 ends

4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "; t t-r €<< -,t: t t.") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date.

5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.

6. ADDITIONAL WORK.

A. CITY's city manager ("Manager") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ("Additional Work") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work.

B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost.

C. Payments over $CI c ,e. ; : .=° for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement.

7. FAMILIARITY WITH WORK.

A. By executing this Agreement, CONSULTANT agrees that it has:
i.Carefully investigated and considered the scope of services to be performed; ii.Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.

B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY.

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City of Bellflower

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4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit “Click here to enter text”) the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date.

5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.

6. ADDITIONAL WORK.

A. CITY’s city manager (“Manager”) may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work (“Additional Work”) to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work.

B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost.

C. Payments over $Click here to enter text. for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement.

7. FAMILIARITY WITH WORK.

A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.

B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT’s own risk until written instructions are received from CITY.

Notice of RFP for Video Services
City of Bellflower

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8. TERM. The term of this Agreement will be from ; k !; ; r ..0 : date to Clici her t enter a date.. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances:

A. Completion of the work specified in Exhibit "C;licx ;re to nte text "; B. Termination as stated in Section 16.

9. TIME FOR PERFORMANCE.

A. CONSULTANT will not perform any work under this Agreement until:
i.CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and
ii.CITY gives CONSULTANT a written notice to proceed.

B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk.

10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services.

11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below:

12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties.

13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number.

14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

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City of Bellflower

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8. TERM. The term of this Agreement will be from Click here to enter a date. to Click here to enter a date. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances:

A. Completion of the work specified in Exhibit “Click here to enter text"; B. Termination as stated in Section 16.

9. TIME FOR PERFORMANCE.

A. CONSULTANT will not perform any work under this Agreement until:
i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.

B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT’s own risk.

10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT’s control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement’s schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services.

11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below:

12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties.

13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number.

14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

Notice of RFP for Video Services
City of Bellflower

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15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

16. TERMINATION.

A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause.

B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date.

C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work.

D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C).

E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.

F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section.

17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property.

CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk.

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City of Bellflower

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15. WAIVER. CITY’s review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT’s performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

16. TERMINATION.

A. Except as othewvise provided, CITY may terminate this Agreement at any time with or without cause.

B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date.

C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless othewvise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work.

D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at ClTY’s option, become CITY’s property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C).

E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.

F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from ClTY’s termination under this Section.

17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY’s property.

CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon ClTY’s written notice. CITY agrees that use of CONSULTANT’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at ClTY’s own risk.

Notice of RFP for Video Services
City of Bellflower

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18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties.

19. INDEMNIFICATION.

A. CONSULTANT agrees to the following:
i.Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct.
ii.Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers.

C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.

D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

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Notice of RFP for Video Services
City of Bellflower

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18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY’s prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties.

19. INDEMNIFICATION.

A. CONSULTANT agrees to the following:

Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY’s request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT’s officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from ClTY’s sole negligence or willful misconduct.

Indemnification for other Damages. CONSULTANT indemnifies and holds ClTY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from ClTY’s sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at ClTY’s request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

B. For purposes of this section “CITY” includes ClTY's officers, officials, employees, agents, representatives, and certified volunteers.

C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.

D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations othenrvise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

Notice of RFP for Video Services
City of Bellflower

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20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.

CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void.

21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only.

22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities.

CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement.

23. INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
pe of Insurance Limits
Commercial general liability:2,000,000
Professional Liability 1,000,000
Business automobile liability 1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.

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Notice of RFP for Video Services
City of Bellflower

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20. ASSIGNABILITY. This Agreement is for CONSULTANT’s professional services.

CONSULTANT’s attempts to assign the benefits or burdens of this Agreement without ClTY’s written approval are prohibited and will be null and void.

21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only.

22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities.

CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement.

23. INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of the most recent lSO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an “occurrence," not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.

Notice of RFP for Video Services
City of Bellflower

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C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect.

D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto).

E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M.

Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16.

G. Self-Insured Retention/Deductibles. All policies required by this Agreement must allow CITY, as additional insured, to satisfy the self-insured retention ("SIR") and deductible of the policy in lieu of CONSULTANT (as the named insured) should CONSULTANT fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director. CONSULTANT understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by CONSULTANT as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on CITY's behalf upon the CONSULTANT'S failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against CONSULTANT for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.

24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation.

25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update.

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City of Bellflower

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C. Professional liability coverage will be on an “occurrence basis" if such coverage is available, or on a “claims made" basis if not available. When coverage is provided on a “claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect.

Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto).

CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current AM.

Best Company Rating equivalent to at least a Rating of “AMI.” Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT’s expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16.

Self-Insured Retention/Deductibles. All policies required by this Agreement must allow CITY, as additional insured, to satisfy the self-insured retention (“SIR") and deductible of the policy in lieu of CONSULTANT (as the named insured) should CONSULTANT fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director. CONSULTANT understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by CONSULTANT as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on CITY's behalf upon the CONSULTANT’S failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against CONSULTANT for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.

24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY’s prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation.

25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update.

Notice of RFP for Video Services
City of Bellflower

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26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:

If to CONSULTANT: If to CITY:

Attention: Ciick here to enter text Attention: Cl c !ere to enter text Click here ta enter text City of Bellflower
Click here to enter text 16600 Civic Center Drive
Click here to enter tex Bellflower, CA 90706
phone 562) 804-1424
email r.•a,
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations.

28. This Section applies only if box is checked. POLITICAL REFORM ACT. CONSULTANT agrees that it will be considered a public official subject to the Political Reform Act of 1974 for purposes of this Agreement. CONSULTANT agrees and warrants that it has no financial interests which may be materially affected by the project for which the Initial Study, as specified in the SERVICES, is being prepared. Such financial interests may include, without limitation, interests in business entities, real property, or sources of income exceeding $500 received within the past year. CONSULTANT further warrants that, before executing this Agreement, it reviewed the Political Reform Act of 1974 and the Fair Political Practices Commission regulations, including, without limitation, Chapter 7 of Title 2 of the California Administrative Code, Section 18700, et seq., in order to determine whether any conflict of interest would require CONSULTANT to refrain from performing the SERVICES or in any way attempting to use its official position to influence the governmental decisions underlying the subject environmental clearances.

29. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability.

30. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party.

There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement.

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City of Bellflower

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26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:

If to CONSULTANT: If to CITY:

Attention: Click here to enter text. Attention: Click here to enter text.

Click here to enter text. City of Bellflower
Click here to enter text. 16600 Civic Center Drive
Click here to enter text. Bellflower, CA 90706
phone (562) 804-1424
email email
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY’s conflict of interest regulations.

28.0 This Section applies only if box is checked. POLITICAL REFORM ACT. CONSULTANT agrees that it will be considered a public official subject to the Political Reform Act of 1974 for purposes of this Agreement. CONSULTANT agrees and warrants that it has no financial interests which may be materially affected by the project for which the Initial Study, as specified in the SERVICES, is being prepared. Such financial interests may include, without limitation, interests in business entities, real property, or sources of income exceeding $500 received within the past year. CONSULTANT further warrants that, before executing this Agreement, it reviewed the Political Reform Act of 1974 and the Fair Political Practices Commission regulations, including, without limitation, Chapter 7 of Title 2 of the California Administrative Code, Section 18700, et seq., in order to determine whether any conflict of interest would require CONSULTANT to refrain from performing the SERVICES or in any way attempting to use its official position to influence the governmental decisions underlying the subject environmental clearances.

29. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT’s bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT’s bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability.

30. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party.

There will be no incidental or other beneficiaries of any of CONSULTANT’s or CITY’s obligations under this Agreement.

Notice of RFP for Video Services
City of Bellflower

Page 20 of 21 ends

31. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County.

32. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement.

33. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are .h et c c. ext Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.

34. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.

35. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect.

36. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment.

CITY's Manager, or designee, may execute any such amendment on behalf of CITY.

37. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.

38. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

39. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.

40. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other.

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 33 Notice of RFP for Video Services
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31. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County.

32. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement.

33. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are Click here to enter text. Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.

34. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.

35. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect.

36. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment.

ClTY’s Manager, or designee, may execute any such amendment on behalf of CITY.

37. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.

38. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

39. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.

40. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ reasonable control, then the Agreement will immediately terminate without obligation of either party to the other.

Notice of RFP for Video Services
City of Bellflower

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41. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF BELLFLOWER Consultant name
Jeffrey L. Stewart, City Manager ta ` : , ATTEST:

Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:

Karl H. Berger, City Attorney
Taxpayer ID No. enter no.

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 34 Notice of RFP for Video Services
City of Bellflower

Page 21 of 21 ends

41. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload. experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF BELLFLOWER Consultant name
Jeffrey L. Stewart, City Manager Click here to enter text.

ATTEST:

Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:

Karl H. Berger, City Attorney
Taxpayer ID No. enter no.

f.

TRIPEPI SMITH
FEE PR4POSAL
Tripepi Smith proposes to execute this agreement on a time and materials (T&M) engagement for three years from October 1, 2022 to October 31, 2025. The City can extend the engagement for up to three (3) additional subsequent years. Tripepi Smith will work with the City to establish a term for this agreement.

For the first year of the engagement, we estimate $35,000 to perform the scope outlined above for the City of Bellflower. This includes video production for city council meetings, events, and A/V support services. For a three-year engagement, we estimate 110,b00 to perform the scope outlined from October 2022 to October 2025. This estimate is based on our hourly rates, which are outlined below, and includes an estimated 8% CPI rate increase each year.

I Hourly Rate for Video Production of Special Events and Projects(at various locations using Contractor provided $$5/hour equipment and supplies)
Hourly Rate for Video ProducUon of City Council
Meetings(at City Hall using City provided equipment 5/hour j and supplies)
I ___ ____ ___ _Hourly Rates for additional audio support services at j City facilities and special events on an as-needed basis (1) $SS/hour utilizing either City provided audio equipment(1)or 2) $g5/hour& equipment fees Contractor's own audio equipment(2).

Other(Please explain:2022-23 Standard Ad Hoc Rates Principa) $300/hr i Should the City request a project that requires more ! Director $200/hr i senior resources outside of the scope of work outlined ' Senior Business Analyst$165/hr above,Tripepi Smith can provide a cost estimate for the work requested using our standard ad hoc hourly rates.

Business Analyst$115/hr
I Junior Business Analyst$85/hr i
i
Photographer$85/hr
Senior Graphic Designer $135/hr
Graphic Designer$110
Web Developer$165
i Drone Operator$165
A/V Operator/Videographer $85Jhr
Applicable Notes:

The majority of the work anticipated to be executed under this contract will be the AN Operator/Videographer and Photographer $85/hour rate, the Senior Business Analyst 165/hr rate. All other rates will only be invoked with authorization from the City and for reasons noted below.

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 35 TRIPEPI SMITH Q

FEE PROPOSAL
Tripepi Smith proposes to execute this agreement on a time and materials (T &M) engagement for three years from October 1, 2022 to October 31, 2025. The City can extend the engagement for up to three (3) additional subsequent years. Tripepi Smith will work with the City to establish a term for this agreement.

For the first year of the engagement, we estimate $35,000 to perform the scope outlined above for the City of Bellflower. This includes video production for city council meetings, events, and AN support services. For a three-year engagement, we estimate $110,600 to perform the scope outlined from October 2022 to October 2025. This estimate is based on our hourly rates, which are outlined below, and includes an estimated 8% CPI rate increase each year.

Hourly Rates
Hourly Rate for Video Production of Special Events and
Projects (at various locations using Contractor provided $85/hour equipment and supplies)
Hourly Rate for Video Production of City Council
Meetings (at City Hall using City provided equipment $85/hour and supplies)
Hourly Rates for additionalaudio support services at
City facilities and special events on an as-needed basis (1) $85/hour utilizing either City provided audio equipment (1) or (2) $85/hour & equipment fees Contractor’s own audio equipment (2).

Other (Please explain): 2022-23 Standard Ad Hoc Rates Principal $300/hr Should the City request a project that requires more Director $200/hr senior resources outside of the scope of work outlined Senior Business Analyst $165/hr above, Tripepi Smith can provide a cost estimate for the . work requested using our standard ad hoc hourly rates. Busmess Analyst $115,” Junior Business Analyst $85/hr Photographer $85/hr
Senior Graphic Designer $135/hr
Graphic Designer $110
Web Developer $165
Drone Operator $165
A/V OperatorNideographer $85/hr
Applicable Notes:

The majority of the work anticipated to be executed under this contract will be the AN OperatorNideographer and Photographer $85/hour rate, the Senior Business Analyst $165/hr rate. All other rates will only be invoked with authorization from the City and for reasons noted below.
17 TRIPEPI SMiTF
Some services may require Tripepi Smith to provide A/V equipment and the following fees apply to the following:

City Council Meetings (or special meetings): no equipment fee Small Event 1-2 camera setup/recording: no equipment fee (e.g. ribbon cuttings, ground breakings, etc.)
Large Event 2 or more camera setup/recording (may include laptop, mixer and audio setup): half-day or full-day equipment fee (e.g. Bravo Awards, or any large events at Mayne Events Center, Civic Auditorium or Fire Museum) Full-day Equipment Fee: Five-hundred-fifty dollars ($550) for a full day of video equipment use (includes full set of video equipment). "Full day" is defined as a shoot lasting more than four (4) hours.

Half-day Equipment Fee: Three-hundred-fifty dollars ($350) for a half day I
of video equipment use. "Half day" is defined as anything up to four (4) hours of video production.

Live stream equipment fee: Three-hundred dollars ($350) for full video equipment related to Facebook Live stream support (Mevo camera, microphones and iPad/iPhone)
Broadcast Camera Equipment Fee: One-hundred-fifty dollars ($150.00) fee per Event Broadcast Camera needed for events (ex: $450 for three- camera event).

Drone Video Production: Any request for drone will use the Drone Operator 165/hr rate (noted above) and Drone Equipment $500 fee
Tripepi Smith has presented the full availability of its resources on the team for that work. If Tripepi Smith is called upon to execute something more complex than normal, we may need to use more senior resources to complete the request. As such, we will come to the City to authorize use of those resources and authorize additional costs as needed.

Travel Time
No travel time will be billed for work that is in scope (e.g. meeting recording services, video production, etc.}. No travel time is expected for the $85/hr A/V Operator, Videographer, or Photographer resources. Minimum onsite time is 2 hours.

For out-of-scope work, travel time is billed at half rates if prior approval is received from client. No travel time will be billed for a resource who is onsite for over four (4) hours in a single day.

DocuSign Envelope ID: 398F68E4-FF39-410E-8314-91D43E654373 36 TRIPEPI SMITH Q
Some services may require Tripepi Smith to provide AN equipment and the following fees apply to the following:
0 City Council Meetings (or special meetings): no equipment fee 0 Small Event 1-2 camera setup/recording: no equipment fee (e.g. ribbon cuttings, ground breakings, etc.)
0 Large Event 2 or more camera setup/recording (may include laptop, mixer and audio setup): half-day or full-day equipment fee (e.g. Bravo Awards, or any large events at Mayne Events Center, Civic Auditorium or Fire Museum) 0 Full-day Equipment Fee: Five-hundred-fifty dollars ($550) for a full day of video equipment use (includes full set of video equipment). ”Full day" is defined as a shoot lasting more than four (4) hours.
0 Half-day Equipment Fee: Three-hundred-fifty dollars ($350) for a half day of video equipment use. ”Half day” is defined as anything up to four (4) hours of video production.
0 Live stream equipment fee: Three-hundred dollars ($350) for full video equipment related to Facebook Live stream support (Mevo camera, microphones and iPad/iPhone)
o Broadcast Camera Equipment Fee: One-hundred-fifty dollars ($150.00) fee per Event Broadcast Camera needed for events (ex: $450 for three- camera event).
0 Drone Wdeo Production: Any request for drone will use the Drone Operator $165/hr rate (noted above) and Drone Equipment $500 fee Tripepi Smith has presented the full availability of its resources on the team for that work. if Tripepi Smith is called upon to execute something more complex than normal, we may need to use more senior resources to complete the request. As such, we will come to the City to authorize use of those resources and authorize additional costs as needed.

Travel Time
No travel time will be billed for work that is in scope (e.g. meeting recording services, video production, etc.). No travel time is expected for the $85/hr A/V Operator, Videographer, or Photographer resources. Minimum onsite time is 2 hours.

For out-of-scope work, travel time is billed at half rates if prior approval is received from client. No travel time will be billed for a resource who is onsite for over four (4) hours in a single day.
18 TRIPEPI SMITH
Payment Terms & Annual Increases
Tripepi Smith will invoice for time at the end of each month. Terms are net 30 days. Time at Tripepi Smith is billed in 15-minute increments — i.e. we invoice our time in the following examples: 1.25, .75, 4 or 6.5 hours.

Annual Increases
Tripepi Smith will increase the hourly rate for all resources by five percent (5%) or the regional CPI index —whichever is higher - each year on the anniversary of the contract. A 8% increase is shown in the pricing modet above, reflecting the current CPI index.

Agency Fees
Tripepi Smith is happy to purchase equipment or other reasonabie video production requests on behalf of the City. Tripepi Smith typically has the vendor or company bill the City directly for this type of expense. Tripepi Smith makes no money on the hardware purchases and has no economi interest in the vendor used. If Tripepi Smith is asked to pay the bill for the client to then be reimbursed, we will apply a ten percent (10%) Agency Fee to the reimbursement expense to cover our administrative costs.

Tripepi Smith Partnership Discounts
Tripepi Smith has financial interest in certain related entities. These partnerships allow Tripepi Smith to offer clients extra media reach or additional services at partner pricing.

Partnerships include:

PublicCEO- v:vv.l>icc__.n: Digital nevvs about public affairs, reaching over 10,000 California government executives
Civic Business Journa) - v vv.ci-ich sin sjc ur l.cc r,: Digital interest stories about the people in local government
FlashVote - -. 1 www.publicceo.com: Digital news about public affairs, reaching over 10,000 California government executives
0 Civic Business Journal - www.civicbusinessjournal.com: Digital interest stories about the people in local government
0 FlashVote - www.flashvote.com: planning, implementing, measuring civic surveys . TS Talent Solutions - tstalentsolutions.com: talent search services for local government and related agencies
19 Certificate Of Completion
Envelope Id: 398F68E4FF39410E831491D43E654373 Status: Completed Subject: Please DocuSign: City of Bellflower - AFN 684.4.pdf Source Envelope:

Document Pages: 35 Signatures: 2 Envelope Originator:

Certificate Pages: 4 Initials: 0 City Clerk
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
16600 Civic Center Drive
16600 Civic Center Drive
Bellflower, CA 90706
[email protected]
IP Address: 198.24.206.226
Record Tracking
Status: Original
9/19/2022 1:07:13 PM
Holder: City Clerk
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Ryder Todd Smith
[email protected]
President
Tripepi Smith and Associates, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 98.163.39.229
Sent: 9/19/2022 1:12:40 PM
Resent: 9/20/2022 4:00:06 PM
Viewed: 9/22/2022 4:20:12 PM
Signed: 9/22/2022 4:21:16 PM
Electronic Record and Signature Disclosure:

Accepted: 9/22/2022 4:20:12 PM
ID: a66e63d6-946b-437e-b857-9214c097662a
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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/19/2022 1:12:40 PM
Certified Delivered Security Checked 9/22/2022 4:20:12 PM Signing Complete Security Checked 9/22/2022 4:21:16 PM
Completed Security Checked 9/22/2022 4:21:16 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
38 DoouSigrr
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Bellflower (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 the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

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. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents 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. Further, you will no longer be able to use the DocuSign system 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 Electronic Record and Signature Disclosure created on: 6/8/2020 10:47:26 AM Parties agreed to: Ryder Todd Smith
39 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system 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.

How to contact City of Bellflower:

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: [email protected]

To advise City of Bellflower of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

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41 AMENDMENT NO. 4 TO
AGREEMENT FILE NO. 684.4 BETWEEN

THE CITY OF BELLFLOWER AND

TRIPEPI SMITH & ASSOCIATES
THIS AMENDMENT No. 4 (“Amendment”) is made and entered into this 10th day of February 2025, by and between the CITY OF BELLFLOWER, a general law city and municipal corporation (“CITY”), and TRIPEPI SMITH & ASSOCIATES, a California Corporation (“CONSULTANT”). The Parties agree as follows:

1.CONSIDERATION.Pursuant to Section 36 of Agreement File No. 684.4, Section 1 is amended to revise Section C as follows:
“C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed $128,250 annually for CONSULTANT’s services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this agreement, CITY will pay this sum as specified in the attached Consultant Fee Proposal – Exhibit “B,” which is incorporated by reference.

2.EXHIBITS.Exhibit “B” is replaced with the attached Exhibit “B”.

3.ELECTRONIC SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signatures will be treated in all respects as having the same effect as an original signature.

4.NO OTHER CHANGES.Except as modified by this Amendment, all other terms and conditions of Agreement File No. 684.4 remain the same.

IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first hereinabove written.

CITY OF BELLFLOWER TRIPEPI SMITH & ASSOCIATES
_________________________________________________________ Ryan Smoot, City Manager Ryder Todd Smith, President
ATTEST:
_____________________________
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
_____________________________
Karl H. Berger, City Attorney Taxpayer ID No.731642614

ATTACHMENT
Exhibit B – Consultant Fee Proposal
42

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