H. Professional Services Contract with Creator Up and Amendment No. 1 — City Council/Public Financing Authority, July 5, 2022

AMENDMENT NO. I TO PROFESSIONAL SERVICES CONTRACT

BETWEEN THE CITY OF HUNTINGTON BEACH AND
CREATOR UP. INC.

FOR

ON-CALL VIDEO PRODUCTION SERVICES
THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY," and Goal Productions, Inc.., hereinafter referred to as "CONSULTANT." WHEREAS, CITY and CONSULTANT are parties to that certain agreement, dated July 23. 2019 entitled "Professional Services Contract Between the City of Huntington Beach and Creator Up, Inc. for On-Call Video Production Services" which agreement shall hereinafter be referred to as the "Original Agreement," and CITY and CONSULTANT wish to amend the Original Agreement to reflect the additional work to be performed by CONSULTANT:

NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:

TERM
The term of the Agreement is extended for one additional year until July 22,2022.

2. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. 21-10197/263820
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on July 22 2021.

CONSULTANT, CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
Creator Up, Inc. California
Michael Tringe
By:

Michael Tringe _Director/Chief
(Pursuant To HBMC §3.03.100)
print name
ITS: (circle one) Chairman/President/Vice President APPROVED AS TO FORM:

AND
shes
By:_
Alex Safford City Attorney MV
print name Date
ITS: (circle one) Secretary/Chief Financial OMicer/Asst.

Secretary - Treasurer RECEIVE AND FILE:

Asst. Secretary Treasurer
City Clerk
Date

COUNTERPART
21-10197/263820 2
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on July 22 , 2021.

CONSULTANT, CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
Creator Up, Inc. California
By: -lad
Shechi My Many Proar chief
print name
ITS: (circle one) Chairman/President/Vice President APPROVED AS TO FORM:

AND
By: lil
City Attorney W
print name Date
ITS: (circle one) Secretary/Chief Financial Officer/Asst.

Secretary - Treasurer RECEIVE AND FILE:

Rote Istanishaw
City Clerk
Date 9/2/2021

COUNTERPART
21-10197/263820 2

PROFESSIONAL SERVICES CONTRACT BETWEEN

THE CITY OF HUNTINGTON BEACH AND
CREATOR UP, INC.

FOR

ON-CALL VIDEO PRODUCTION SERVICES
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Creator Up, Incorporated, a corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to assist the City with creative programming that will cover City events, local sporting events, community events and concerts; public access programming created for local organizations and organizations; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and
CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:

SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Mike Tringe who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement.

CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement.
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TERM: TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to commence on July 23 _ 20_19 (the "Commencement Date". This Agreement shall automatically terminate two (2) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than six (6) months from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT.

In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein.

COMPENSATION
In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Twenty Thousand Dollars ($20,000).

EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained.

METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 19-7789/208442
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DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit.

HOLD HARMLESS
A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT.

B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above:
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"CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault.

However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8.

C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation.

This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT.

9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance 19-7789/208442
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policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that:

A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements).

B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims.

CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement.

If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY.

10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall:

A. provide the name and policy number of each carrier and policy; 19-7789/208442
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B. state that the policy is currently in force; and
shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium.

CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY.

The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required.

11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder.

12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by 19-7789/208442
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CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT.

13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove.

14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement.

15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code.

16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. 19-7789/208442
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CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested:

TO CITY: TO CONSULTANT:

City of Huntington Beach CreatorUp, Inc.

ATTN: Antonia Graham ATTN: Mike Tringe
2000 Main Street 526 S. Hewitt Street
Huntington Beach, CA 92648 Los Angeles, CA 90013

17. CONSENT
When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event.

18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties.

19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement.

20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any 19-7789/208442
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provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it.

22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification.

23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the 19-7789/208442
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scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT.

24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party.

25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive.

26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.

27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity 19-7789/208442
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to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof.

29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Attorney.

This Agreement shall expire when terminated as provided herein. 19-7789/208442
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers.

CONSULTANT, CITY OF HUNTINGTON BEACH,
CreatorUp a municipal corporation of the State of
Mike Tringe, Co-Founder & CEO California
By:_ cha Asekn
Davi2 A. Kift Director/Chief
Michael Tringe
(Pursuant To HBMC §3.03.100) Intenm
ITS: (circle one) Chairman/President/Vice President APPROVED AS TO FORM:

AND
polic
By:_
City Attorney w
print name she tely 23,2019
ITS: (circle one) Secretary/Chief Financial Officer/Asst.

Secretary - Treasurer RECEIVE AND FILE:

Qoben Istanistaw
City Clerk
Date 7/29/19 18
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EXHIBIT "A"
A STATEMENT OF WORK: (Narrative of work to be performed) The City seeks creative programming that will cover City events, local sporting events, community events and concerts; and public access programming created for local residents and organizations. Under direction of the HB 3 Cable Channel Manager and the Community Relations Officer, the City Council Communications Committee desires new, fresh, and creative content that will attract a diverse audience. Programs must be suitable for broadcast on the PEG channel and are subject to approval by the City Council, City Council Communications Committee, and City representatives
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:

Work collaboratively with the CITY via the Cable Channel Manager and the City's Communication Committee to create creative programming to be aired on the City's PEG Channel.

The CONSULTANT shall be able to assist the CITY with the following technical requirements either through their own acumen or via a sub-contractor, in order to meet the on-call needs of the City at any given time during the contract term:
- HD Shooting
Voiceover talent
Closed captioning capability
- Video editing
Music licensing
- Animated/Motion graphics

EXHIBIT A
- Social Media (e.g. Facebook Live, Instagram, etc.)
- Vlog
- Short and long version programming
C. CITY'S DUTIES AND RESPONSIBILITIES:

The CITY shall work collaboratively with the CONSULTANT to identify appropriate staff members to work with CONSULTANT to advance the goals of the City Council and the Communications Committee to create programming for the City's PEG Channel. CITY will not control the manner or means of CONSULTANTS services
D. WORK PROGRAM/PROJECT SCHEDULE:

While the term of this agreement is for two years plus a one year extension, the CITY and CONSULTANT will work collaboratively to set a schedule for work to be completed on a per project basis.

EXHIBIT A
EXHIBIT "B"
Payment Schedule (Hourly Payment)
A. Hourly Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule:

See attached Exhibit B
B. Travel Charges for time during travel are not reimbursable.

C. Billing

1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it.

Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project.

3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion.

CONSULTANT shall submit to CITY an invoice for each monthly payment due.

Such invoice shall:

A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and
E) For all payments include an estimate of the percentage of work completed.

Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought Exhibit B
into compliance, or until this Agreement has expired or is terminated as provided herein.

Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement.

Exhibit B
Exhibit B
realor
Up!

ON-CALL VIDEO PRODUCTION & MEDIA SERVICES
Huntington Beach Channel 3
Powered by: CreatorUp!
Proposal Submission May 31, 2019
To: Jennifer Anderson, Buyer, City of Huntington Beach
By: Camille DiRocco, Partnerships, CreatorUp Inc.
[email protected]
Mike Tringe, Co-Founder & CEO, CreatorUp Inc.
[email protected]
Exhibit B
reator
Up!

TABLE OF CONTENTS
Cover Letter..... ...............2-3
Background & Project Summary. ....4
CreatorUp Methodology. ....5-77
Pre-Production. • 6
Production (Live-Shoot). ..8
Post-Production........ ..9
Delivery Timelines.... .77
Staffing. 12-13
Qualifications & Work Samples. 14-17
References ..18
Fee Proposal.. ..19
Exhibit B

A NOTE FROM OUR CEO
May 31, 2019
Mike Tringe
Co-Founder & CEO
CreatorUp, Inc.
526 S. Hewitt Street
Los Angeles, CA, 90013
(310) 570-6104
[email protected]
Jennifer Anderson
Buyer
City of Huntington Beach Finance Department
2000 Main Street
Huntington Beach, CA, 92648
Re: On-Call Video Production Services
Dear Jennifer,
CreatorUp is pleased to submit the attached in response to the City of Huntington Beach's request for proposals from experienced and qualified video production firms interested and able to assist in producing and directing original content at the direction of the City Council.

We are thrilled at the potential to offer the City of Huntington Beach our full range of services to fulfil your future media and digital video production needs. We have reviewed and discussed the scope of work detailed in the official RFP as a team and can confirm that we meet or exceed all technical requirements and have the expertise and ability to produce exceptional work beyond your expectations. We are deeply invested in projects that have powerful messages and positive local impacts and as a Los Angeles based firm we would be honored to help showcase and promote our neighboring Southern California city.

CreatorUp is a full-service production agency based in the Arts District of Downtown Los Angeles, specializing in making custom video content at scale. We help clients including YouTube, Harvard, Google, the Special Olympics World Games, the 2 Exhibit B
Environmental Defense Fund and more reach their audiences through creative, engaging and fresh imagery and storytelling. Our services extend beyond the delivery of video assets and we'd work diligently with the City of Huntington Beach to understand each project's objectives, timeline, intended audience, distribution channels, and more to develop and implement a content strategy that delivers the desired results.

As detailed in the following proposal, we have completed the Vendor Application Form, addressed and provided all required information in Sections B-G of the RFP and confirm the prices listed will remain valid for a minimum of 180 days.

We sincerely appreciate your consideration and assure you that we will work to the best of our ability to ensure the success of this partnership and your satisfaction with our work.

Sincerely,
Mike Tringe
Co-Founder & CEO
CreatorUp
Exhibit B
reator

BACKGROUND & PROJECT SUMMARY

ON-CALL VIDEO PRODUCTION AND MEDIA SERVICES FOR HUNTINGTON BEACH CHANNEL 3
The City of Huntington Beach is looking for qualified video production agencies to aid in developing and creating original video content centered around the community and its current events. The selected agencies must have the understanding and ability to create fresh and exciting content that appeals to a wide range of viewers and keeps audiences engaged. CreatorUp is bidding on an ongoing partnership with the city to work on all projects the City Council deems as a fit, including but not limited to; documentaries, shows, clips, B-roll, etc. for use on the city's PEG channel and/or to be featured on the city's digital and social media platforms.

Exhibit B
Creator
Up!

CREATORUP METHODOLOGY
CreatorUp has reviewed the specifics outlined in the RFP and agrees to meet and/or exceed specified deliverables, and production expectations. We're confident we can help the City of Huntington Beach optimize its content potential and yield the best performing fresh and creative video. The following pages detail our approach to partnership and the elements included in each stage of production.

Getting Started: Once the City of Huntington Beach assigns CreatorUp a new project, we'll have a conversation with you to review your goals, needs and deadlines before sending our initial creative recommendations, project quote and next steps.

Your Team: As a CreatorUp client, the City of Huntington Beach will work with an experienced account lead for the duration of the partnership, to drive high-level project communications and ensure that your stated goals are achieved. You will also work with an experienced production lead who will draw upon our diverse network of media experts, production specialists, and content creatives to support each project's unique needs as well as with a post-production supervisor who will oversee all elements of the editing stage.

We're Flexible: Our team can do it all or work in tandem with additional partners selected by the City of Huntington Beach. We welcome collaboration and can easily scale our team and prices according to your existing structures, creative directives and internal experts. That said, we commit to leading the communications with your team by providing a project management document and weekly check-ins to keep you in the loop.

Tools for Success: We utilize online-based management tools to make sure that your experience with our team is transparent, high-touch and efficient. Each client is different, so we'll work with you to determine the workflows that make the most sense for you, but generally we recommend a combination of Google Suite tools and Frame.io to document communications, directives and feedback.

Final Countdown: The job's not done until you're happy. That's why we include three rounds of notes with each video delivery, as well as support for multiple cuts designed for different platform distributions, target audiences and end goals. 5 Exhibit B
Creator
Up!
METHODOLOGY: PRE-PRODUCTION STAGE
Elements included in the pre-production stage:

1. Kickoff Call to confirm and acknowledge stakeholder staff, milestones project overview, description of account tracker and production logistics questions for each stage.

2. Sourcing of, recommending, and confirmation of selected actor/talent; for each stage.

3. Sourcing of, recommending and confirmation of space
reservation, shoot locations.

4. Preview & feedback of client-provided scripts/subject matter.

5. Providing creative direction for each stage.

6. Scheduling live read of final talent selection for each stage.

7. Sharing client facing production tracker workflow dashboard and weekly status report conference calls.
*Example of workflow dashboard on page to follow.

Client
Running Agenda [LINK]
Easy Guide to Being On Set [ LINK]
Easy Guide on How to Review Cuts [LINK | June 17 August 5 CU | CLIENT May 27 June 3 June 10 June 24 July 1 July 8 July 15 July 22 July 29 APPROVAL Notes
TASK Client LEAD STATUS DUE DATE
Planning
CU &
Kick off call - Client/CU Client Not Started
First Invoice
Initial Script CU Producer
Script feedback Client
Revised Script CU Producer
Approval of Script Client
CU &
Check in Call/ Production Process Update Client Producer Crew and Equipment Locked CU Producer
Exhibit B Talent's locked Client
CU &
Locations locked Client Producer
Schedule for Production CU Producer
CU &
CU walk through of campus and locations Client Producer CU &
Production Day Client Producer
Brand Guidelines/Assets/Fonts Client
cu & Account
Check in Call - Production/Post Production Client Manager Second invoice
Post
CU Production
Rough cuts delivered
Notes for first rough cuts due Client
Post
Production
Second cuts Due Supervisor
--...

Gant Chart #2 Production Calendar • Talent Tracker • Legal • Post Production Tracker #2 - POCS • Exhibit B
METHODOLOGY: PRODUCTION (LIVE SHOOT STAGE)
Elements included in the live production stage:

1. Producer/ Director for all asset groups.

2. Assistant DP shooting 4k quality on professional only production cameras.

3. Ample professional technical sound and professional lighting professionals.

4. Actors/talent.

5. Secure, private closed-set environment (if needed)

6. CreatorUp provides direction consultation.

7. Appropriate neutral cast wardrobe and/or costuming

8. Production schedule and details will match proposal specifics. 8 Exhibit B
METHODOLOGY: POST PRODUCTION (EDIT STAGE)
Your lead post-production supervisor is tasked with the following service minimums:

1. Transfer of any/all relevant video files to project folder.

2. Confirming the remaining active milestone dates.

3. Assigning and managing specialized editors to project if needed.

4. Accessibility and and additional audio track and on-screen text will comply with provided video style guidelines.

5. Previewing all edits and communicating versions/cuts back and forth with frame.io software.

6. Project management documents.

7. Sending final files in format via hard-drive. Video Files:

Output files in mpg and jpg and source files in Illustrator, Photoshop, and After Effects. Source files should include embedded audio. Any special effect plugins used in the video should also be shared with Huntington Beach for final asset exportation.

Elements included in post production include:

1. Initial first-cut edits for preview (48 hour client feedback window)

2. Second-cut edits (if needed) for preview (48 hour client feedback window)

3. Final version cuts provided and file transfer confirmation.

4. Subtitles or captions if needed/desired.
*Example of Post Production Working Dashboard on page to follow. 9 10
Downicad
4 Comments
Emory Wolls 01.28
Gorgeous skint is inere anyting we can
do about the sky
Charles Frank 00:23
Nice musica queue here, but I'm not a big
fan of tne shot lending up to this. Do you
Exhibit B have any other angies of the runway?
Emery Wells 00.25
ts the sey going to be biown out bock here
in the fnal too?
00:00 / 0224: Andrew Hutcheson
Maybe pust it and embrace the
fosning lights/high contrast aesthetic?
00,00 Submit
dea whit tapeg
Exhibit B
Copie
METHODOLOGY: DELIVERY TIMELINES

TIMELINE ESTIMATE OF KEY DELIVERABLES UPON NEW PROJECT
ASSIGNMENT:
*Below indicates the average amount of time needed for completing ONE video.

Depending on the number of videos requested, the timeline would be adjusted accordingly. This example assumes each video will include a basic graphics package and editorial.

Small Project: Spot video up to 60 seconds
Medium Project: 2-3 minute video
Large Project: 3-5 minute video

TASK DURATION
Proj. Review & Proposal Creation... 2-5 days unless client directs otherwise Client Proposal Review... N/A
Kickoff Call PreProduction .1hr
Filming on Location(s). N/A - subjective to project scope Delivery of Ist Cuts... Small projects - 3 days
Med projects - 4 days
Large projects - 5 days
48 hour client review window for Ist cuts
Delivery of 2nd Cuts.. Small projects - 1 day
Med projects - 1 day
Large projects - 1-2 days
48 hour client review window for 2nd cuts
Final File Delivery..... ..Small projects - <1 - 1 day
Med projects - 1 day
Large projects - 1 - 2 days
11 Exhibit B
STAFFING: YOUR PROJECT TEAM PROFILES; REAL PEOPLE, REAL PASSION We're pleased to assign the following project leadership to your team at this time.

In addition to our full-time staff, CreatorUp has long-standing established relationships with reputable, top-talent creators and filmmakers in CA and across the globe that are assigned to projects on a need-be basis under the supervision and guidance of our in-house team.

Mike Tringe
CreatorUp Co-Founder & CEO
Mike Tringe is the co-founder and CEO of CreatorUp, a global leader in digital media training and content creation for companies and creatives in over 30 markets across the world. Prior to founding CreatorUp, he worked at National Geographic Feature Films, in Film Finance and Sales at Creative Artists Agency, in Creative Development at Vuguru, and on the Content Partnerships team at Blip Networks. Mike earned his MFA from USC School of Cinematic Arts and holds a BA in History and Science from Harvard University. Throughout CreatorUp's partnership with the City of Huntington Beach, Mike will oversee all projects on a high level through completion to ensure satisfaction.
12 Exhibit B
Michelle Kramer-Pino
Head of Production & Creative
Michelle Kramer-Pino is a seasoned producer, post-production supervisor and director of production and currently oversees CreatorUp's Production & Creative team. She brings a diverse array of skills and experience to the table and has produced countless successful videos and film projects including a PTSD training video for the US Marine Corps, a dance lifestyle channel for YouTube and the Twilight storyteller's project for Women In Film. Prior to joining CreatorUp, Michelle was the Director of Production for Fulcrum Labs, an award-winning learning and development agency, where she oversaw the delivery of over 2,000 high-quality educational videos. Michelle holds a Master's Degree in Film from the University of Southern California's prestigious School of Cinema Television. Throughout CreatorUp's partnership with the City of Huntington Beach, Michelle will act as Project Manager and will oversee the entire production team and all elements of production to ensure all projects stay in line with their respective objectives, budgets and timelines. She will assign the appropriate staff from her production team to each project and will source additional outside talent on a need-be basis.

Harrison Kunz
Editing/Post-Production Supervisor
Harrison is the Editing and Post-Production Supervisor at CreatorUp. He graduated from Santa Clara University with a degree in Film and has 6+ years of experience working in video production in the non-profit and for profit sectors. Throughout CreatorUp's partnership with the City of Huntington Beach, Harrison will oversee all editing and post-production elements.
13 Exhibit B
Copie

QUALIFICATIONS & WORK SAMPLES
CreatorUp has been producing authentic, quality video content in contemporary & relevant formats to keep viewers engaged since 2012. In addition to providing clients with video content, CreatorUp is relied upon by countless filmmakers and organizations seeking education on techniques, trends and best-practices in film and video strategy.

While we have long-standing client relationships with globally recognized enterprises like YouTube and Google, we are also deeply invested in projects that have powerful and positive impacts and continue to work with organizations in the public education, government and non-profit space locally and across the world. Some of our recent accomplishments that we're most proud of include completing a LACI Founders video series as value added contribution to the community of LACI startups in the clean-tech space and being awarded by the American Association of Political Consultants as a prestigious Digital Pollie Award Winner.

We're proud to submit the following videos of our production as reference; please plug in the USB provided and click the links below to view.

Mitu In partnership with Mitu,
the largest media brand
ERIC GARCETTI for Latino millennials in
Mayor of Los Angeles the US, CreatorUp ran a
digital bootcamp to
empower the local Latino
youth and educate them
on media, filmmaking and
the career opportunities
that exist in the field.

YouTube - Inspiring CreatorUp partnered with
Social Change YouTube creators to
create a visually
compelling video, that
focuses on how one's
channel can impact social
change throughout the
14 Exhibit B
online community.

A compilation of some of
CreatorUp Sizzle Reel our best work for global
clients like Google, L'Oréal,
AT&T, YouTube, Nestle,
Cengage, and more.

More than 250 Community
ON-THE-JOB NEW Colleges in CA access the
WORLD OF WORK SERIES New World of Work video
EXAMPLE OF lessons series. This lesson
BRANCHING/CHOICE was one of over 50
VIDEO LESSON produced by Creatorup
and sponsored by the
California Community
College Foundation & has
been widely recognized by
as an impactful learning
resource
The Environmental
Environmental Defense Los Angeles County Defense Fund wanted to Fund 600,000 people live within get the word out about
1/2 mile of an active oil well
methane gas release in
the LA area. We created a
docu-series on tracking air
pollution from California
oil & gas industry to show
that there is a problem
and that there is a solution
to start monitoring these
releases that can be
implemented easily and
inexpensively.
15 Exhibit B
Propel LA CreatorUp partnered with
Propel LA to showcase the
career pathway
opportunities of LA
County's workforce. The
2016-2020 Countywide
Strategic Plan for
Economic Development is
centered around 7 goals,
developed by many voices,
with 1 purpose: to capture
the many voices to propel
economic impact and
equity.

Behind the Scenes: 2019 Special Olympics World
Special Olympics World Games recently hired
Games CreatorUp to help
showcase the 2019 Abu
Dhabi World Games as
the largest & most unified
games ever held for the
50th anniversary of the
Special Olympics. The
goal was to generate
exciting content, using the
latest technology, cast off
any oppressive sympathy
for the 7,000+ athletes
competing and highlight
their talent. The campaign
was titled "Meet the
Determined".
16 Exhibit B
Forgotten City, Fearless This video was created to
Florida help tell the story of South
Bay and Belle Glade near
Lake Okeechobee, it snows
six to eight months out of
the year from the ash
created by sugarcane
burning. Kina
courageously speaks out
to protect the health of her
family and community
from this environmental
hazard.

Cushman & Wakefield This Cushman and
Wakefield video was
created to show
companies that you can
create the perfect working
environment to match
your business' culture and
that companies don't
have to settle for turn key
offices anymore.

Jeep India CreatorUp partnered with
Jeep to create a visually
appealing video asset that
highlights the story behind
the brand and it's vehicles.
17 Exhibit B

REFERENCES
Charles Eason Lisa Salazar
California Community Colleges Eric Garcetti Mayor's Office Fall 2018 Summer 2017
(707) 863-7846 (213) 473-3231
[email protected] [email protected]
Collette Hanna Dorris Driver
Propel LA Los Angeles City College
Fall 2018 - Summer 2019 Fall 2017
(213) 236-4838 (818) 915-8135
[email protected] [email protected]
Rajinder Gill
New World of Work
Fall 2017 - Fall 2018
(415) 509-2419
[email protected]
Sean Arian
Bixel Exchange
Fall 2018
(310) 737-8379
[email protected]
18 Exhibit B
Cope

PRICING
Hourly rates for on-call video production & media services:

Description Hourly Rate Description Hourly Rate
Producer $40 Sound Mixer $35
Associate Producer $30 Gaffer $20
Writer $30 Grip $20
Director $40 Best Boy $15
Talent $20 Wardrobe $30
Ist AD $25 Swing $15
Director of Photography $50 Production Assistant $20
Ist AC $30 Editor $40
2nd AC $25 Assistant Editor $20
Script Supervisor $30 Animation $40
Production Designer $30 Post Production | $20
Supervisor
Make-Up $30 Prop Master $22.50
DIT $40
This proposal pricing is valid exclusively for the City of Huntington Beach and is based on current market service rates, and staffing availability. *Team assignment subject to change. 19 Exhibit B
Companies That Love CreatorUp
Google eat B Eedsurge L'OREAL YouTube edgo
mitú MCCANN BBDO AWESOMENESSE MEDAGROUP : CENGAGE
20 PROFESSIONAL SERVICES CONTRACT BETWEEN

THE CITY OF HUNTINGTON BEACH AND
CREATOR Up, INC.

FOR

ON-CALL VIDEO PRODUCTION
Table of Contents
1 Scope of Services.... 1
2 City Staff Assistance 2
Term; Time of Performance... 2
Compensation.. NN
Extra Work.
3 Method of Payment
7 Disposition of Plans, Estimates and Other Documents.. 8 Hold Harmless..
9 Professional Liability Insurance ..
10 Certificate of Insurance
11 Independent Contractor.
12 Termination of Agreement...
13 Assignment and Delegation..
14 Copyrights/Patents.
15 City Employees and Officials.
16 Notices..
17 Consent..
18 Modification.
19 Section Headings.
20 Interpretation of this Agreement
21 Duplicate Original
22 Immigration...
23 Legal Services Subcontracting Prohibited
24 Attorney's Fees.
25 Survival
26 Governing Law
27 Signatories.
28 Entirety ....
29 Effective Date....

CREAUPI-01 PGYBEN

ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDNY) 7/15/2019
HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI

ERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policyies) must have ADDITIONAL INSURED provisions or be endorsed. f SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement or his certificate does not confer rights to the certificate holder in lieu of such endorsements

COMPACT
PHONE
(A/C, No, Ext): (213) 634-2500 [AC, No): (213) 640-5000 Los Angeles, CA 90017 ADDREss: [email protected]

INSURERS) AFFORDING COVERAGE
INSURER A : New York Marine And General Insurance Company 16608 INSURED INSURER B:

INSURER C:

Creator tip lowit street
INSURER D:
-os Angeles, CA 9001:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADDL SUBR|
LTR TYPE OF INSURANCE INSD WVD. POLICY NUMBER LIMITS
A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 CLAIMS-MADE X OCCUR PK201900015559 1/8/2019 1/8/2020 100,000 1,000
MED EXP (Any one person)
1,000,000

PERSONAL & ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 X POLICY SECT LOC PRODUCTS - COMPIOP AGG 1,000,000
OTHER:

A AUTOMOBILE LIABILITY OMBINED SINGLE LIMI 1,000,000
Ea accident
ANY AUTO PK201900015559 1/8/2019 1/8/2020 1,000,000
BODILY INJURY (Per person)
AUTOS ONLY APPROVED AS TO FORM BODILY INJURY (Per accident) $ X AUTOS ONLY PROPERTY $.

Scoot tel
A UMBRELLA LIAB X OCCUR 2,000,000
MEHO HO H 10 1 118/2019 EACH OCCURRENCE
EXCESS LIAB CLAIMS-MADE 1/8/2020 AGGREGATE

DED RETENTION S

A STATUTE
ND EMPLOYERS®
Y / N WC201900018704 1/8/2019 1/8/2020 1,000,000
OFFICER MEMBER EXCLUDED CONVE Y N/ A E.L. EACH ACCIDENT PrICER/ME
andatory in NF 1,000,000
E.L. DISEASE - EA EMPLOYEE $
/es, describe und 1,000,000
ESCRIPTION OF OPERATIONS belc
A Rented Equipment PK201900015559 1/8/2019 1/8/2020 1,000,000

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED IN
The City of Huntington Beach, its officers, elected or ACCORDANCE WITH THE POLICY PROVISIONS. appointed officials, employees, agents, and
volunteers
2000 Main St. AUTHORIZED REPRESENTATIVE
Huntington Beach, CA 92648
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: PK201900015559 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13
INSURED: CreatorUp Inc
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - DESIGNATED

PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
| Name Of Additional Insured Person(s) Or Organization(s):

The City of Huntington Beach, its officers, elected or
appointed officials, employees, agents, and volunteers are to be covered as additional insureds
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organizations) shown in the Schedule, but only Section Ill - Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
omissions or the acts or omissions of those acting
on your behalf: 1. Required by the contract or agreement; or

1. In the performance of your ongoing operations;

2. Available under the applicable Limits of
or
Insurance shown in the Declarations

2. In connection with your premises owned by or
rented to you. whichever is less.

However: This endorsement shall not increase the
applicable Limits of Insurance shown in the

1. The insurance afforded to such additional Declarations. insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insurec
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Policy Number: PK201900015559 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13
INSURED: CreatorUp Inc.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY -

OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

OMMERCIAL GENERAL LIABILITY COVERAGE PAR™

RODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PAR
The following is added to the Other Insurance
Condition and supersedes any provision to the
contrary:

Primary And Noncontributory Insurance from any other insurance available to the additional insured.

This insurance is primary to and will not seek
contribution from any other insurance available
additional insured under your policy
(1) The additional insured is a Named Insured
under such other insurance; and

SCHEDULE
Name Of Person Or Organization: The City of Huntington Beach, its officers, elected or appointed officials, employees, agents, and volunteers
2000 Main St.

Huntington Beach, CA 92648
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

0.0 realor
Up!

TABLE OF CONTENTS
Cover Letter...... ...2-3
Background & Project Summary.... ....4
CreatorUp Methodology.. ...5-77
Pre-Production.. ..6
Production (Live-Shoot). .8
Post-Production...

Delivery Timelines.... .77
Staffing.. ....12-13
Qualifications & Work Samples. ...14-17
References. ...18
Fee Proposal. ...19
Creator
Up!

A NOTE FROM OUR CEO
May 31, 2019
Mike Tringe
Co-Founder & CEO
CreatorUp, Inc.
526 S. Hewitt Street
Los Angeles, CA, 90013
(310) 570-6704
[email protected]
Jennifer Anderson
Buyer
City of Huntington Beach Finance Department
2000 Main Street
Huntington Beach, CA, 92648
Re: On-Call Video Production Services
Dear Jennifer,
CreatorUp is pleased to submit the attached in response to the City of Huntington Beach's request for proposals from experienced and qualified video production firms interested and able to assist in producing and directing original content at the direction of the City Council.

CreatorUp is a full-service production agency based in the Arts District of Downtown.

Los Angeles, specializing in making custom video content at scale. We help clients including YouTube, Harvard, Google, the Special Olympics World Games, the 2 Environmental Defense Fund and more reach their audiences through creative, engaging and fresh imagery and storytelling. Our services extend beyond the delivery of video assets and we'd work diligently with the City of Huntington Beach to understand each project's objectives, timeline, intended audience, distribution channels, and more to develop and implement a content strategy that delivers the desired results.

We sincerely appreciate your consideration and assure you that we will work to the best of our ability to ensure the success of this partnership and your satisfaction with our work.

Sincerely,
Mike Tringe
Co-Founder & CEO
CreatorUp
Creator
Up!

BACKGROUND & PROJECT SUMMARY

Final Countdown: The job's not done until you're happy. That's why we include three rounds of notes with each video delivery, as well as support for multiple cuts designed for different platform distributions, target audiences and end goals. 5 METHODOLOGY: PRE-PRODUCTION STAGE
Elements included in the pre-production stage:

1. Kickoff Call to confirm and acknowledge stakeholder staff, milestones project overview, description of account tracker and production logistics questions for each stage.

2. Sourcing of, recommending, and confirmation of selected actor/talent; for each stage.

3. Sourcing of, recommending and confirmation of space
reservation, shoot locations.

4. Preview & feedback of client-provided scripts/subject matter.

5. Providing creative direction for each stage.

6. Scheduling live read of final talent selection for each stage.

7. Sharing client facing production tracker workflow dashboard and weekly status report conference calls.
*Example of workflow dashboard on page to follow.

Client
Running Agenda ( LINK]
Easy Guide to Being On Set [LINK]
Easy Guide on How to Review Cuts | LINK |
CUI CLIENT May 20 May 27 June 3 June 10 June 17 June 24 July 1 July 8 July 15 July 22 July 29 August 5 TASK Client LEAD STATUS DUE DATE APPROVAL Notes
Planning
CU &
Kick off call - Client/CU Client Not Started
First Invoice
Initial Script CU Producer
Script feedback Client
Revised Script CU Producer
Approval of Script Client 0
Check in Call/ Production Process Update Client Producer Crew and Equipment Locked CU Producer
Talent's locked Client
CU &
Locations locked Client Producer
Schedule for Production CU Producer
CU &
CU walk through of campus and locations Client Producer Cu &
Production Day Client Producer
Brand Guidelines/Assets/Fonts Client
CU & Account
Check in Call - Production/Post Production Client Manager Second invoice
Post
Rough cuts delivered CU Production
Notes for first rough cuts due Client
Post
Production
Second cuts Due Supervisor
Gant Chart #2 - Production Calendar - Talent Tracker - Legal - Post Production Tracker $2 * POCs - METHODOLOGY: PRODUCTION (LIVE SHOOT STAGE)
Elements included in the live production stage:

1. Producer/ Director for all asset groups.

2. Assistant DP shooting 4k quality on professional only production cameras.

3. Ample professional technical sound and professional lighting professionals.

4. Actors/talent.

Secure, private closed-set environment (if needed)

6. CreatorUp provides direction consultation.

7. Appropriate neutral cast wardrobe and/or costuming

8. Production schedule and details will match proposal specifics.

Copie
METHODOLOGY: POST PRODUCTION (EDIT STAGE)
Your lead post-production supervisor is tasked with the following service minimums:

1. Transfer of any/all relevant video files to project folder.

2. Confirming the remaining active milestone dates.

3. Assigning and managing specialized editors to project if needed.

4. Accessibility and and additional audio track and on-screen text will comply with provided video style guidelines.

5. Previewing all edits and communicating versions/cuts back and forth with frame.jo software.

6. Project management documents.

7. Sending final files in format via hard-drive. Video Files:

Elements included in post production include:

1. Initial first-cut edits for preview (48 hour client feedback window)

2. Second-cut edits (if needed) for preview (48 hour client feedback window)

3. Final version cuts provided and file transfer confirmation.

4. Subtitles or captions if needed/desired
*Example of Post Production Working Dashboard on page to follow. 9 Dosmicad
01:28
Gorgeous sill thene ervthing we con
do about the sky
Clison Freck 00.23
Nice masical queue here, but tminch a big
ton of the shot ending up to ta Do you
have any other angies of
My Wells 00.30
S Te thy going to te brown out back nerd
in thie final too?

00.00 / 0224 : Andrea Hulchessl
Maybe push d and embrace the
Mashing ightu/nigh contrast aesthetic?
00:00 Submit
METHODOLOGY: DELIVERY TIMELINES

TIMELINE ESTIMATE OF KEY DELIVERABLES UPON NEW PROJECT
ASSIGNMENT:
*Below indicates the average amount of time needed for completing ONE video.

Depending on the number of videos requested, the timeline would be adjusted accordingly. This example assumes each video will include a basic graphics package and editorial.

Small Project: Spot video up to 60 seconds
Medium Project: 2-3 minute video
Large Project: 3-5 minute video

TASK DURATION
Proj. Review & Proposal Creation... 2-5 days unless client directs otherwise Client Proposal Review... N/A
Kickoff Call PreProduction 1hr
Filming on Location (s.. N/A - subjective to project scope Delivery of Ist Cuts. Small projects - 3 days
Med projects - 4 days
Large projects - 5 days
48 hour client review window for 1st cuts
Delivery of 2nd Cuts... .Small projects - 1 day
Med projects - 1 day
Large projects - 1-2 days
48 hour client review window for 2nd cuts
Final File Delivery. .Small projects - <1 - 1 day
Med projects - 1 day
Large projects - 1 - 2 days
11 reator
Up!
STAFFING: YOUR PROJECT TEAM PROFILES; REAL PEOPLE, REAL PASSION We're pleased to assign the following project leadership to your team at this time.

Mike Tringe
CreatorUp Co-Founder & CEO
Mike Tringe is the co-founder and CEO of CreatorUp, a global leader in digital media training and content creation for companies and creatives in over 30 markets across the world. Prior to founding CreatorUp, he worked at National Geographic Feature Films, in Film Finance and Sales at Creative Artists Agency, in Creative Development at Vuguru, and on the Content Partnerships team at Blip Networks. Mike earned his MFA from USC School of Cinematic Arts and holds a BA in History and Science from Harvard University. Throughout CreatorUp's partnership with the City of Huntington Beach, Mike will oversee all projects on a high level through completion to ensure satisfaction.
12 Copie
Michelle Kramer-Pino
Head of Production & Creative
Michelle Kramer-Pino is a seasoned producer, post-production supervisor and director of production and currently oversees CreatorUp's Production & Creative team. She brings a diverse array of skills and experience to the table and has produced countless successful videos and film projects including a PTSD training video for the US Marine Corps, a dance lifestyle channel for YouTube and the Twilight storyteller's project for Women In Film. Prior to joining CreatorUp, Michelle was the Director of Production for Fulcrum Labs, an award-winning learning and development agency, where she oversaw the delivery of over 2,000 high-quality educational videos. Michelle holds a Master's Degree in Film from the University of Southern California's prestigious School of Cinema Television. Throughout CreatorUp's partnership with the City of Huntington Beach, Michelle will act as Project Manager and will oversee the entire production team and all elements of production to ensure all projects stay in line with their respective objectives, budgets and timelines. She will assign the appropriate staff from her production team to each project and will source additional outside talent on a need-be basis.

We're proud to submit the following videos of our production as reference; please plug in the USB provided and click the links below to view.

Mitu In partnership with Mitu,
the largest media brand
ERIC GARCETTI - for Latino millennials in
Mayor of Los Angeles the US, CreatorUp ran a
digital bootcamp to
empower the local Latino
youth and educate them
on media, filmmaking and
the career opportunities
that exist in the field.

A compilation of some of
CreatorUp Sizzle Reel our best work for global
clients like Google, L'Oréal,
AT&T, YouTube, Nestle,
Cengage, and more.

The Environmental
Environmental Defense Los Angeles County Defense Fund wanted to Fund 600,000 people live within
1/2 mile of an active oil well get the word out about
methane gas release in
the LA area. We created a
docu-series on tracking air
pollution from California
oil & gas industry to show
that there is a problem
and that there is a solution
to start monitoring these
releases that can be
implemented easily and
inexpensively.
15 Propel LA CreatorUp partnered with
Propel LA to showcase the
career pathway
opportunities of LA
County's workforce. The
2016-2020 Countywide
Strategic Plan for
Economic Development is
centered around 7 goals,
developed by many voices,
with 1 purpose: to capture
the many voices to propel
economic impact and
equity.

Behind the Scenes: 2019 Special Olympics World
Special Olympics World Games recently hired
Games CreatorUp to help
showcase the 2019 Abu
Dhabi World Games as
the largest & most unified
games ever held for the
50th anniversary of the
Special Olympics. The
goal was to generate
exciting content, using the
latest technology, cast off
any oppressive sympathy
for the 7,000+ athletes
competing and highlight
their talent. The campaign
was titled "Meet the
Determined".
16 Forgotten City, Fearless This video was created to
Florida help tell the story of South
Bay and Belle Glade near
Lake Okeechobee, it snows
six to eight months out of
the year from the ash
created by sugarcane
burning. Kina
courageously speaks out
to protect the health of her
family and community
from this environmental
hazard.

Cushman & Wakefield This Cushman and
Wakefield video was
created to show
companies that you can
create the perfect working
environment to match
" your business' culture and
that companies don't
have to settle for turn key
offices anymore.

Jeep India CreatorUp partnered with
Jeep to create a visually
appealing video asset that
highlights the story behind
the brand and it's vehicles.
17 Copt

REFERENCES
Charles Eason Lisa Salazar
California Community Colleges Eric Garcetti Mayor's Office Fall 2018 Summer 2017
(707) 863-7846 (213) 473-3231
charles.eason @solano.edu [email protected]
Collette Hanna Dorris Driver
Propel LA Los Angeles City College
Fall 2018 - Summer 2019 Fall 2017
(213) 236-4838 (818) 915-8135
[email protected] [email protected]
Rajinder Gill
New World of Work
Fall 2017 - Fall 2018
(415) 509-2419
[email protected]
Sean Arian
Bixel Exchange
Fall 2018
(310).737-8379
[email protected]
18 PRICING
Hourly rates for on-call video production & media services:

Description Hourly Rate Description Hourly Rate
Producer $40 Sound Mixer $35
Associate Producer $30 Gaffer $20
Writer $30 Grip $20
Director $40 Best Boy $15
Talent $20 Wardrobe $30
Ist AD $25 Swing $75
Director of Photography $50 Production Assistant $20
Ist AC $30 Editor $40
2nd AC $25 Assistant Editor $20
Script Supervisor $30 Animation $40
Production Designer $30 Post Production $20
Supervisor
Make-Up $30 Prop Master $22.50
DIT $40
This proposal pricing is valid exclusively for the City of Huntington Beach and is based on current market service rates, and staffing availability. *Team assignment subject to change. 19 Companies That Love CreatorUp
Google edu , Bb RedSurge L'ORÉAL You Tube @edZgo
mitú MCCANN BBDO AWESOMENESSE MEACAOU i CENGAGE
20 CITY OF HUNTINGTON BEACH RECEIVED
APR 25 2019
Professional Service Approval Form
PARTI Hance Department
Date: 4/23/2019 Project Manager Name: Antonia Graham
Requested by Name if different from Project Manager:

Department: City Manager

PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED

BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS.
1) Briefly provide the purpose for the agreement:

The City will be transitioning out of a JPA (Public Cable Television Authoirty) and will be running the PEG Channel. Staff will need various on-call providers to produce, direct, and broadcast original programming to be aired on Channel 3.
2) Estimated cost of the services being sought: $ 50.000 3) Are sufficient funds available to fund this contract? & Yes •NO If no, please explain:

A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted.

MC 3.03.08(b) - Other Interagency Agreement procedure will be utilized.

MC 3.03.08 - Contract Limits of $30,000 or less exempt procedure will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Coyneil? I*the answer to this question is "No," the contract will require approval from the City Council.) X Yes • No
Caed 5/14/19
-
Fiscal Services Manager Signature (Purchasing Approval) 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgetec (Please note that a budget check will occur at the object code level):

Account number Contractual Dollar Amount
Business unit. object # Fiscal Year Fiscal Year Fiscal Year Fiscal Year 19/20
24330101.69505 $50000
$
$
Call 5/14/1 4-24.19
Budget Approv Date
Department Head Signature(s)
я
Signatur 665/19
Assistant City Manager's Signature
APPROVED • DENIED O
Marlaus 6/5/19
City Manager's Signature
part 1 on call video production rp
REV: February 2015

CITY OF HUNTINGTON BEACH

RECEIVED
Professional Service Approval Form
JUL 03 2019

PART II
Finance Department
Date: 7/3/2019 Project Manager: Antonia Graham pt 7/9/19 Requested by Name if different from Project Manager:

Department: City Manager
PARTS 1 & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART / & II MUST BE FILED WITH ALL APPROVED CONTRACTS.
1) Name of consultant: Communications Lab, Enlightened Pictures, Creator Up, Marketworks Video, Tripepi Smith, Goal Productions, NTT - Total number of on-call vendors = 7 2) Contract Number: ADM
(Contract numbers are obtained through Finance Administration × 5630) 3) Amount of this contract: $5,000,0H NTE #50,000/FJ
Account number Contractual Dollar Amount
Business unit. object # Fiscal Year Fiscal Year Fiscal Year Fiscal Year 19/20 20/21 21/22
24330101.69505 $50,000 $50,000 $50,000 $0
$ $ $ $
$ $ $ $
Is this contract less than $50,000? • Yes •No
5) Does this contract fall within $50,000 and $100,000? Yes •No Is this contract over $100,000? • Yes & No
(Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? & Yes • No
8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.)
9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. 113/19
Department Head
1/0/19
Fiscal Services Manager (Purchasing) Date
7/10
Budget Manager Approval Signature Date
Coul 7/10
Chief Financial Offieer (or designee) Signature
part 2 on call video production

PROFESSIONAL SERVICES
FISCAL YEAR 2018/19
City Manager (includes Office of Business Development)
Current PSA Balance: $98,615
Impact to Future Years
Date Description Amount Notes FY 19/20 FY 20/21 FY 21/22 Professional services including governmental
membership, state and federal
consulting/lobbying services, economic analysis,
legal services, grant releated consulting services,
7/1/2018 graphic services, and other consulting and 368,667 professional services related to business
development, real estate services (including but
not limited to appraisals, right-of-way services,
acquisitions, title), public information, marketing
and other administrative professional services.

Total PSA $ 368,667
as of 3/5/19
Total Contract
Date Description Amount Actual Value Notes FY 19/20 FY 20/21 FY 21/22 7/1/2018 Townsend Public Affairs 60,000 40,000 195,000 Award to Townsend 60,000 60,000 8/1/2018 The Design Guild 48,700 48,700 Branding and Web design services 8/13/2018 GIS Planning, Inc 7,402 7,402 Property Locator Tool & Real Estate Data Srvcs 1/2/2019 Novak Consulting 50,000 50,000 Conduct Org Assessment of HR Dept 3/1/2019 PCTA Video Production Sivcs 500000 50,000 50,000 3/5/2019 Davis Farr LLP 8,200 8,200 PCTA Capital Asset Inventory Srvcs 3/5/2019 Brutzkus Guber Rozansky Seror Weber LLP 15,000 15,000 Bankruptcy Legal Counsel - Ruby's 3/13/2019 RSM 13,250 13,250 Connectivity 5th St to Hyatt Study 3/18/2019 Pun Group 22,500 22,500 PCTA Cash Balance Allocation Services 4/2/2019 SAE Communications 5,000 5,000 Communications Counsel/Training 4/5/2019 RRM Design Group 40,000 40,000 Comprehensive Public Art Program 4/25/2019 On-Call Broadast Programming Services 50,000 50,000 Total Value $ 270,052 $ 40,000
Balance $ 98,615
On-Call Video Production Services by Rank

1. Communications Lab

2. Enlightened Pictures
. 3. Creator Up

4. Marketworks Video

5. Tripepi Smith

6. Goal Productions

7. NTT

City Council/Public Financing AuthorityJuly 5, 2022

City Council/Public Financing Authority
July 5, 2022