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Marketworks Video - 2019-07-23
.,>h �` •, 20DO Main Street, Huntington Beach,CA 92648 _ City of Huntington Beach �v -o File #: 22-562 MEETING DATE: 7/5/2022 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Al Zelinka, City Manager VIA: Travis K. Hopkins, Assistant City Manager PREPARED BY: Julie Toledo, Community Relations Officer Subiect: Approve and authorize execution of amendments to Professional Services Contracts with Goal Productions, Marketworks Video. and Creator Up for On-Call Video Production Services for HBTV Channel 3 to extend the terms by one additional year Statement of Issue: The City contracts primarily with four contractors, Goal Productions, C. Epting, Inc., Marketworks Video, and Creator Up, Inc. for on-call video production services for HBTV Channel 3. Goal Productions provides on-call video production services for "Hidden Huntington Beach" episodes under a three-year agreement that expires on July 22, 2022. Marketworks Video provides on-call video production services for "Surf City Highlights" and other video projects under two separate agreements that expire on September 30, 2022 and July 22, 2023 respectively. Amendments are necessary to extend the contract term and amount to continue producing programs for HBTV. Creator Up provides on-call video production services under a three-year agreement that expires on July 22, 2022; thus it requires a term extension for another year through July 22, 2023 without additional contract amount. Financial Impact: Sufficient funds for this one-year extension for Goal Productions ($60,000) and Marketworks Video ($36,000 and $40,000) are available in the Fiscal Year 2022-2023 Operating Budget, using PEG funds in Business Unit 24330101. Recommended Action: A) Approve and authorize the Mayor and City Clerk to execute, "Amendment No. 4 to Professional Services Contract Between the City of Huntington Beach and Goal Productions, Inc. for On-Call City of Huntington Beach Page 1 of 3 Printed on 6/30/2022 powerelB§,Legistarl" File #: 22-562 MEETING DATE: 7/5/2022 Video Production Services"; and/or B) Approve and authorize the Mayor and City Clerk to execute, "Amendment No. 2 to Professional Services Contract Between the City of Huntington Beach and Marketworks Video for On-Call Video Production Services" for SurfCity Highlights programming; and/or C) Approve and authorize the Mayor and City Clerk to execute, "Amendment No. 3 to Professional Services Contract Between the City of Huntington Beach and Marketworks Video for On Call Video Production Services": and/or D) Approve and authorize the City Manager and City Clerk to execute "Amendment No. 2 to Professional Services Contract Between the City of Huntington Beach and Creator Up, Inc. for On- Call Video Production Services." Alternative Action(s): �/_/ Do not approve one or more amendments, and direct staff accordingly. Analysis: Background Following the City's transition from the joint Public Cable Television Authority (PCTA) to the City-run HBTV Channel 3, staff issued a Request for Proposal in March 2019 for on-call video production companies to produce original content for HBTV. Following careful review of all proposals, the City entered into two-year agreements with Goal Productions, Marketworks, and Creator Up, which were extended to another year to July 22, 2022. The City also entered into another two-year agreement with Marketworks to produce a set of twelve, 30-minute episode of"Surf City Highlights" per year, scheduled to September 30, 2021, which was extended for another year to September 30, 2022_ The City plans to initiate and conduct a full procurement process later this fiscal year before the term of these contracts expire. Goal Productions During the three-year period, Goal Productions was tasked to produce Seasons 1, 2 and 3 of"Hidden Huntington Beach" for HBTV Channel 3, which now has a large following of residents, business owners, and other fans who enjoy the show's fresh take on local history. The show has explored and revived the often forgotten history of the City, including the Bolsa Chica Gun Club, the Longboard Restaurant, and World War II's impacts on our community. Amendment No. 4 (Attachment A) proposes to extend the term by one additional year for up to $60,000, which will fund 10 new episodes of Season 4. This includes professional services to be rendered by C. Epting, Inc. as a host and producer of these programs. C. Epting, Inc. will be subcontracting with Goal Productions, instead of having a separate contract with the City. Should the Amendment No. 4 with Goal Productions be approved, the total not-to-exceed amount for such agreement will increase from $140,000 to $200,000. City of Huntington Beach Page 2 of 3 Printed on 6/30/2022 pawereIRQ,LegistarT1d File #: 22-562 MEETING DATE: 7/5/2022 Marketworks Marketworks has been tasked to produce a set of twelve, 30-minute episode of"Surf City Highlights" per year and other necessary shows for HBTV Channel 3 directed by the Council Communications Committee since 2019. Amendment No. 2 (Attachment C) proposes to extend the agreement by an additional year through September 30, 2023 at a cost of up to $36,000. Should this Amendment be approved, the total not-to -exceed amount for this agreement will increase from $96,000 to $132,000. Amendment No. 3 (Attachment E) proposes to extend the agreement by an additional year to July 22, 2023 at a cost of$40,000. Should this Amendment be approved, the total not-to-exceed contract amount will increase from $85,000 to $125,000. The City's Public Affairs Team will work with Marketworks to produce an untitled project that will replace Surf City Highlights. This new format will be a weekly show taped in the studio at City Hall with the Mayor as the host. Creator Up Creator Up is an on-call video producer for HBTV Channel 3 as specific needs arise. Amendment No. 2 (Attachment G) proposes to extend the term by another additional year. No contract amount increase is required and the total contract amount stays at$20,000. Environmental Status: Not applicable. Strategic Plan Goal: Community Engagement Attachment(s): 1. Amendment No. 4 to Professional Services Contract with Goal Productions 2. Professional Services Contract with Goal Productions and Amendment No.1, No.2 & No.3 3. Amendment No. 2 to Professional Services Contract with Marketworks Video 4. Professional Services Contract with Marketworks Video and Amendment No. 1 5. Amendment No. 3 to Professional Services Contract with Marketworks Video 6. Professional Services Contract with Marketworks Video and Amendment No. 1 and No. 2 7. Amendment No. 2 to Professional Services Contract with Creator Up 8. Professional Services Contract with Creator Up and Amendment No. 1 City of Huntington Beach Page 3 of 3 Printed on 6/30/2022 powerel!Qq LegistarTll AMENDMENT NO. 3 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MARKETWORKS VIDEO 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 Marketworks Video, 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 Marketworks Video, 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: 1. ADDITIONAL COMPENSATION In consideration of the additional services to be performed, CITY agrees to pay CONSULTANT, and CONSULTANT agrees to accept from CITY as full payment for services rendered, an additional sum not to exceed Forty Thousand Dollars ($40,000) in addition to the original sum of Eighty Five Thousand Dollars ($85,000), for a new total not to exceed One Hundred Twenty Five Thousand Dollars ($125,000). 2. TERM The term of the Agreement is extended for one additional year until July 22, 2023. 22-11461/285823 1 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this agreement to be executed by their authorized officers on jjt j / s , 2022. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal MARKETWORKS VIDEO corporation of the State of Calif rma By: ` Mavor print name ITS: (circle one)Chairman/President/Vice President Ci y Clerk �SZZ AND INITIA AND APPROVED: By: print name City Manager ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer APPROVED AS TO FORM: City ttorney k4A, 22-11461/285823 2 1 ® DATE(MMIDDIYYYY) At7"R n CERTIFICATE OF LIABILITY INSURANCE 7/18/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(fes)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER NAMEACT Nancy Garcia Bowermaster&Associates PHONE FAX 714-733-6230 Nc o 10805 Holder St E'A" Ste 350 D s • n arcla bowermaster.cam Cypress CA 90630 INSURERS AFFORDING COVERAGE NAIC# INSURERA:Sentinel Insurance Company 11000 INSURED MATTLIF-01 INSURERS:Philadelphia Indemnity Insurance 18058 Matt Uffreing DBA: Marketworks 20321 Tidepool Cir Unit 202 1NSURERC: Huntington Beach CA 92646-8545 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:563601940 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY 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 TYPE OF INSURANCE ADD UBR POLICY NUMBER M IDDY� MMIDDIIYYYY LIMITS LTR A X COMMERCIAL GENERAL LIABILITY Y 72SBAIB4605 813/2021 813/2022 EACH OCCURRENCE $1,000 000 CLAIMS-MADE I_X]OCCUR PREMISES(Ea o c e e $1,000,000 MED EXP JAny oneperson) $1o,000 PERSONAL&ADV INJURY $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 X POLICY❑JECT LOC PRODUCTS-COMP/OP AGG $2,000 000 $ OTHER: AUTOMOBILE LIABILITY (Ea accident) aideISINGLELIMIT $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED APPROVED AS TO FOF M BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident By: $ UMBRELLALIAB HOCCUR TTORNEY EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE CITY OF HUI ITINGTON D-ACH AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION SEA U ETH- AND EMPLOYERS'LIABILITY Y I N ANYPROPRIETORIPARTNERIEXECUTIVE ❑ NIA E.L,FIICHACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE --EA $ It yes,describe under E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below 8 Professional Liability PHSD1681901 120/2021 12/712022 Each Claim&Agg 1,000,000 Deductible 5,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) All Operations of Named Insured. Certificate Holder is Additional Insured as respects to General Liability per attached endorsement form.Coverage applies on a Primary and Non-Contributory basis per attached endorsement form,30 day notice of cancellation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach,its employees and officers 2000 Main Street AUTHORIZED RE PRESENTATIVE Huntington Beach CA 92648 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: 72SBAIB4605 BUSINESS LIABILITY COVERAGE FORM i (6) When You Are Added As An When this insurance Is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this Insurance;and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss,if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary 8. Transfer Of Rights Of Recovery Against To : Other Insurance; When. Others To Us Required.Sy Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance, enforce them. This condition does not Paragraphs(a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit"if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 i i i t BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005,The Hartford i QUICK REF ERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension-Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5, Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 If,UY l BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we","us"and "our"refer to the stock insurance company member of The Hartford providing this insurance. The word "insured"means any person or organization qualifying as such under Section C.-Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property damage" is caused by an 1. BUSINESS LIABILITY COVERAGE (BODILY 'occurrence" that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL "coverage territory"; AND ADVERTISING INJURY) (b) The "bodily injury" or "property Insuring Agreement damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the"bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily Injury" or "property or"suit"that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described In Section D. - known prior to the policy period, Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance;and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1.of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice of an"occurrence"or claim: b. This insurance applies: (1) Reports all, or any part, of the bodily (1) To "bodily injury" and "property injury" or "property damage" to us or damage" only If: any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford ' BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of I claim for damages because of the"bodily fault. These payments will not exceed the injury"or"property damage";or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury' or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of"bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services;and any vehicle to which Business Liability Coverage for"bodily injury"applies. We (b) You are not engaged in the do not have to furnish these bonds. business or occupation of providing (3) The cost of appeal bonds or bonds to such services. release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the insured at our request to assist us in the services to any one person will be investigation or defense of the claim or „ considered one"occurrence". "suit", including actual loss of earnings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the"suit". accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not pay any prejudgment interest based on (3) Because of your operations; that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, b. If we defend an insured against a "suit" g l and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract'; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of t Our obligation to defend an insured's he defense of, that indemnitee, has also been assumed by the insured in indemnitee and to pay for attorneys' fees and necessary litigation expenses as the same insured contract"; Supplementary Payments ends when: (4) The allegations in the "suit" and the (1) We have used up the applicable limit information we know about the "occurrence" are such that no conflict of insurance in the payment of judgments or settlements; or appears to exist between the interests of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph(6)above,are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee;and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (!) Cooperate with us in the standpoint of the insured. This exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the"suit"; from the use of reasonable force to (It) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the"suit"; acquiescence of the insured with, the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (Iv) Cooperate with us with (1) "Bodily injury"or"property damage';or respect to coordinating other applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (1) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit';and (a) "Bodily injury","property damage"or Conduct and control the "personal and advertising injury"that (tt) defense of the indemnitee in the insured would have in the such"suit". absence of the contract or agreement,or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or"property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business,or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1) above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an employer or in any other capacity; an "insured contract', reasonable attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or"property damage" This exclusion does not apply to liability provided: . assumed by the insured under an "insured (1) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the (1) "Bodily injury", "property damage" or same"insured contract",and "personal and advertising injury" (it) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of"pollutants": resolution proceeding in which (a) At or from any premises, site or damages to which this location which is or was at any insurance applies are alleged, time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury"if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol;or cool or dehumidify the building, or equipment that is used to (3) Any statute, ordinance or regulation heat water for personal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. guests; This exclusion applies only if you are in the ({i) "Bodily injury" or "property business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises,site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury"to: such premises, site or location is not and never was owned or (1) An "employee" of the insured arising occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured;or Form SS 00 08 04 05 Page 4 of 24 i BUSINESS LIABILITY COVERAGE FORM (III) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed j smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (11) "damage" injury or property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor;or as waste by or for: (III) "Bodily injury" or "property (I) Any insured;or damage" arising out of heat, smoke or fumes from a (ii) Any person or organization for "hostile fire"; or whom you may be legally (e) At or from any premises, site or responsible; location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of,"pollutants". connection with such operations (2) Any loss, cost or expense arising out by such insured, contractor or subcontractor. However, this of any: subparagraph does not apply to: (a) Request,demand,order or statutory (i) "Bodily injury" or "property or nsueedloo yothersquirement for,that an damage" arising out of the escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way respond to, or assess the effects of, needed to perform the normal "pollutants';or electrical, hydraulic or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for mobile equipment or its parts, damages because of testing for, If such fuels,lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft,Auto Or Watercraft (2) The use of "mobile equipment" in, or , "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes i. War operation and"loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused,arising,directly or indirectly,out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others (2) Warlike action by a military force, by that insured, if the "occurrence" which including action in hindering or caused the "bodily injury" or "property defending against an actual or damage" involved the ownership, expected attack, by any government, maintenance,use or entrustment to others of sovereign or other authority using any aircraft, "auto" or watercraft that is military personnel or other agents;or owned or operated by or rented or loaned to any insured. (3) insurrection, rebellion, revolution, usurped power, or action taken by This exclusion does not apply to: governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; j, Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment";or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment,advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such"bodily appearance or skin enhancement, hair injury' or "property damage", whether removal or replacement or personal the other insurance is primary, excess, grooming; contingent or on any other basis. (7) Optical or hearing aid services h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form SS 00 08 04 05 i BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not including ear Section D.-Limits Of Insurance. piercing); Paragraph (2) of this exclusion does not (b) Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs(3)and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs(3) and (4)of this exclusion do Paragraphs(4) and (5)of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. -Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising out of it or any part of it and included in the property for any reason, including "products-completed operations hazard". prevention of injury to a person or damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon,if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or Property Not Physically Injured (4) Personal property in the care, custody "Property damage" to "impaired property" or control of the insured; or property that has not been physically (5) That particular part of real property on injured,arising out of: which you or any contractors or (1) A defect, deficiency, inadequacy or subcontractors working directly or dangerous condition in "your product" indirectly on your behalf are performing operations, if the "property damage" or"your work"; or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to .,your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 i BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by itself, is not considered the business (1) Arising out of oral,written or electronic of advertising, broadcasting, publication of material, if done by or at publishing or telecasting; the direction of the insured with knowledge of its falsity; (9) Arising out of an electronic chat room or bulletin board the insured hosts, (2) Arising out of oral, written or electronic owns, or over which the insured publication of material whose first exercises control; publication took place before the beginning of the policy period; (10) Arising out of the unauthorized use of another's name or product in your e-mail (3) Arising out of a criminal act committed address, domain name or metatags, or by or at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your persons right of privacy created by "advertisement''; any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement"; (12) Arising out of: (6) Arising out of the wrong description of the price of goods,products or services; (a} your "advertisement" for others on your web site; (7) Arising out of any violation of any intellectual properly rights such as (b) Placing a link #o a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images;or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (1) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or part but for the"asbestos hazard"; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or others test for, monitor, clean up, q. Electronic Data remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an"asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury"to: encapsulating, containing, treating, detoxifying or neutralizing or in any (1) A person arising out of any: way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment;or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury"to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law; or described in Paragraphs(a), (b), or(c) above is directed. (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act This exclusion applies: of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the"asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also Insureds, but only with respect to their duties as trustees. a. Any Insured To any insured, except"volunteer workers". 2• Each of the following is also an insured: a. Employees And Volunteer Workers b. Hired Person To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of your business, or your"employees", other c. Injury On Normally Occupied Premises than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by you or while performing duties related to To a person, whether or not an the conduct of your business. "employee" of any insured, if benefits for the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers"are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability company), or to a co-"employee" f. Products-Completed Operations Hazard while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph(1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds,but only with someone else who must pay respect to the conduct of your business, damages because of the injury described in Paragraphs (1)(a) or c. A limited liability company, you are an (b) above;or insured. Your members are also insureds, but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care services, Paragraph (d) does not apply joint venture or limited liability company, you are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds,but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned,occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM I (b) Rented to, in the care, custody or b. Coverage under this provision does not � control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", " any partner or member (if you are (2) Personal and advertising injury a arising out of an offense committed partnership or joint venture), or any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such C. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However,no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. 'Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or organization responsible for the conduct of The insurance afforded herein for any such person is also an Insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an insured with respect to: termination or upon the exhaustion of its limits of insurance. a. 'Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 �i BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (fl Demonstration, installation, servicing or repair operations, period of time required by the contract, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an (g) Products which, after distribution additional insured by an endorsement issued or sale by you, have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section F.—Optional Additional Insured Coverages. the vendor;or "Bodily Bodily injury or property a. Vendors damage arising out of the sole Any person(s)or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs{d)or(f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence b. Lessors Of Equipment of the contract or agreement; (b) Any express warranty {1} Any person or organization from whom you lease equipment; but only unauthorized by you; with respect to their liability for"bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises;or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects,Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with"your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (1) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured;and This insurance does not apply to (it) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "Personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM l ( ) The preparing,aa roving, or This General Aggregate limit does not PP failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown In insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury sustained by Y one D. LIABILITY AND MEDICAL EXPENSES an person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of: Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought;or rented to you, or in the case of damage by fire, C. Persons or organizations making claims or lightning or explosion, while rented to you or bringing"suits". temporarily occupied by you with permission of the owner. 2. Aggregate Limits In the case of damage by fire, lightning or The most we will pay for: explosion,the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodily The most we will pay an behalf of a person or organization who is an additional insured injury", "property damage" or "personal and this Coverage Part is the lesser of: advertising injury", including medical e a. The limits of insurance specified in a expenses, is the General Aggregate Limit shown in the Declarations. written contract, written agreement or permit issued by a state or political This General Aggregate Limit applies subdivision; or separately to each of your locations b. The Limits of Insurance shown in the owned by or rented to you. Declarations. "Location" means premises involving the same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in the Declarations and described in this Section. street, roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3.above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit";and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months,starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Cost of determining the Limits of insurance. E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insureds own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include: non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit' is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official,if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7, Other Insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other a. Primary Insurance coverage required by any motor vehicle law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other insurance by the method described in c. No person or organization has a right under below. this Coverage Form: b. Excess insurance a. To join us as a party or otherwise bring us into a "suit" asking for damages from an This insurance is excess over any of the insured;or other insurance, whether primary, excess, contingent or on any other basis: b. To sue us on this Coverage Form unless all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work'; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner; liability signed by us, the insured and the (3) Tenant Liability claimant or the claimant's legal representative. 5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies: {4} Aircraft,Auto Or Watercraft a. As if each Named Insured were the only If the foss arises out of the maintenance Named Insured;and or use of aircraft, "autos"or watercraft to b. Separately to each insured against whom the extent not subject to Exclusion g. of a claim is made or"suit"is brought. Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not subject to Exclusion k. of Section A.— (2) Those statements are based upon Coverages. representations you made to us;and Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7) When You Add Others As An We will share the remaining loss, if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a)and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit"if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 i BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations;or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO 1S AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown In the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured—Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership,maintenance or use of that part of b, With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations. additional exclusions apply: b. With respect to the insurance afforded to This insurance does not apply to: these additional insureds, the following additional exclusions apply: (1) Any "occurrence" that takes place after you cease to lease that land;or This insurance does not apply to: (1) Any "occurrence" which takes place (2) Structural alterations, new a construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises;or person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations Subdivision —Permits performed by or on behalf of such person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 I BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality;or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C.is the vendor;or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However,this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs(d) or(t]; or provides coverage for "bodily injury" or (ii) Such inspections, "property damage" included within the adjustments, tests or servicing "products-completed operations hazard". as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured—Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you;or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance S. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured —Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s); or (5) Newspaper; b. The Internet, but only that part of a web (2) In connection with "your work" site that is about goods, products or performed for that additional insured and included within the "products- services for the purposes of inducing the sale of goods, products or services; or completed operations hazard", but only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement"does not include: "products-completed operations a. The design, printed material, information hazard". or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising among persons through a computer network. injury" arising out of the rendering of, or the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders,change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications;or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10, Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory"means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work'; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you a. A contract for a lease of premises. in the territory described in a.above; However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business;or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. —Liability and Medical Expenses Limits provided the Insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on;or e. An elevator maintenance agreement;or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for"bodily injury" or "property damage" to a third person or organization, 8. Employee includes a leased worker ,"Employee" does not include a "temporary provided the "bodily injury" or "property p rtY damage" is caused, in whole or in part, by worker". you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10, "Hostile fire" means one which. becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds,tunnel, a. It incorporates "your product" or"your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient,Inadequate or dangerous;or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills;or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render f. Vehicles not described in a., b., c., or d. professional services, including those listed in (1) above and supervisory, above maintained primarily for purposes other than the transportation of persons or inspection, architectural or engineering activities. cargo, 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached equipment are not "mobile equipment' but agreement between you and the labor leasing will be considered "autos": firm, to perform duties related to the conduct of your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a"temporary worker". gross vehicle weight, designed 14, "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; p Y� a. After It is moved from the place where it is (b) Road maintenance, but not accepted for movement Into or onto an construction or resurfacing;or aircraft,watercraft or"auto'; (c) Street cleaning; b. While it is in or on an aircraft,watercraft or (2) Cherry pickers and similar devices "auto";or mounted on automobile or truck c, While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment"means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest,detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed, committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage"arising out of: privacy; (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea"or style of"advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan,or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured;or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18, 'Pollutants" means any solid, liquid, gaseous or 20. "Property damage"means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard' physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or"your work"except: "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession;or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent;or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your"employee"; Form SS 00 08 04 05 Page 23 of 24 i BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold, their work performed for you, 25, "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured,sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of"your work'; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product;and Page 24 of 24 Form SS 00 08 04 05 ' City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk July 15, 2022 Marketworks Video Attn: Matt Liffering 20321 Tidepool Court #202 Huntington Beach, CA 92646 Dear Mr. Liffering: Enclosed is a fully executed copy of the Amendment No. 3 to Professional Services Contract between the City of Huntington Beach and Marketworks Video for On-Call Video Production Services approved by the Huntington Beach City Council on July 5, 2022. Sincerely, �&4W4� Robin Estanislau, CMC City Clerk RE:ds Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand ANIENDMLNT NO. 2 'l0 PROFESS IONfV_ SIRVICES CONTRACT BETWLENt THE CITY OP HUNTINGTON 131 ACI-I AND MARKITWORKS VIDEO 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 Markctworks Video, hcrcinatler 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 Marketworks Video, 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: I. ADDITIONAL, COMPENSATION In consideration ofthe additional services to be performed. CITY agrees to pay CONSULTANT. and CONS UL.TAN'T agrees to accept from CITY as futl payment for services rendered. an additional sum not to exceed I ifty Thousand Dollars (W,000) in addition to the ori,,inal sum of"Thirty-Pi��e "Thousand Dollars (S35.000), for a new total not to exceed Five Thousand Dollars (S85.000). 2. TERM The term of the Agreement is extended for one additional year until July 212022. 2 1-9907/260807 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on ., L Ad 20172 . CONSULTANT, CITY OF HUNTINGTON BEACH, MARKETWORKS VIDEO a municipal corporation of the State of Calif is By: Director/Chief print narne (Pursuant To HBMC§3.03.100) ITS: (circle one)Chairman/PresideotfVice President AND APPROVED AS TO FORM: By: � � ( City Attorney print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Date Secretary—Treasurer RECEIVE AND FILE: oq� qwtn City Clerk Date 06/jea l 21-9907/260807 2 REJ CERTIFICATE OF LIABILITY INSURANCE °"711512021"' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the pollcy(los)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollclas may require an endorsement, A statement on INS certificate does not center rights to the certificate holder in HOOT of such ondorsomenl(s). PRODUCER SA CT Nancy Garcia BowemT aster&Associates 10805 Molder St �C.aa.EAU:714-733-6200 I LAIC Nnh: Ste 350 EaI'UL n area bowermastec.com Cypress CA 90630 INSURER[S)AFFORDING COVERAOE NAIL F _ INSURER A:Sentinel Insurance Company 11000 INSURED NATTUF,01 INSURER III Philadelphia Indemnify Insurance 18058 Matt Liffreing DBA:Marketworks INSURER[: 20321 Tidepool Cir Unit 202 Huntington Beath CA 92646-8545 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:151737162 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT'TO WHICH THIS CERTIFICATE MAY HE 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 ADTLSUFIR POLICY EFF POLICY EXP TR TYPE OF INSURANCEIm POLICY NUMBE0. M D LWIIS A TC04H01ERCLALGENERALLIAOILITY Y 72SRAJB4605 BtU2020 SM2021 EACOOCCURNENCE 51,000,000 R Y Ab CLArms I,V°E M OCCUR PREMISES !,ox; $1 000 000 MEO EXP M ae. eon $10 000 PERSONAL&ACV INJURY $1,000,000 _ GENLAUOREGAIEUMITAPPLESI'ti GENERAL-AGGREGATE $2,0°0,000 X POLICYDjEa 0LOC PRODUCTS-COMPAOP AGG $2.000.000 OTHER: S AUTOMOBILELIAIMLITY COM ObINU k—UMIT S IEz IT Owl) ANY AMC BW.LY INJURY(Pw wnwn) $ GYMEn — SCHEn1A FIT BOOILY INJURY(Per w d.M) $ AU ICS ONLY AUTOS HMO NON-0WNEO PROPERTY OAYAGE AUTOSONLY AUTOS ONLY $ $ UMBRELLALIAB _ OCCUR EACH OCCURRENCE. $ EXCE98 UAG CWMS-MADE AGOREGAIE $ DEO NFTFNiIxI BY: rIATFq $ VAORKERS COMPENSATION PE TH- ANDEMPLOYERS'LIABILITY YIN CITY ATT RNEY I STATUTE ANYFROPRIETOR PARTHER/EXECUINE CITY OF HIINTlN -TON BEAC E.L.EACH ACCIDENT $ OFFICERNIEMDEREXCLU°EDl ❑ NIA IM.M.to In NHl EL-DISEASEEMPLOYEE 5 if YYeSE"w wundw OFSRIMONCFOPERATIONSb E.L.DISEASE-POLICYLIMIT $ D Pra'esauW lldpfY PHS01593431 12RMM 121112021 EwR Cue a ASe 1.000,000 oedlrt;l0ie 5.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VERICLES(ACORD 101,AEdltlonel kemerkc Schrdulr,mry bP etlech"II more sp cc Ir nquirOI All OPerallons of Named Insured. Cerb Cato Ilalder Is Additional Insured as respects IG General Uabllity per attached endorsement form.Coverage applies on a Primary and Non-Contributory basis per attached endorsement form.30 day notice of cancellation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach,its employees and officers 2000 Main Street AUTNOpQED REPRESENTATIVE \T Huntington Beach CA 92648 01988-2015 ACORD CORPORATION. All rights resorved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AMENDMENT NO. 1 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MARKETWORKS VIDEO 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 Marketworks Video, 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 Marketworks Video, 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: 1. ADDITIONAL COMPENSATION In consideration of the additional services to be performed, CITY agrees to pay CONSULTANT, and CONSULTANT agrees to accept from CITY as full payment for services rendered, an additional sum not to exceed Fifteen Thousand Dollars ($15,000) in addition to the original sum of Twenty Thousand Dollars ($20,000), for a new total not to exceed Thirty Five Thousand Dollars ($35,000). 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. 21-9302/243642 1 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on January 28 , 20_2 _. CONSULTANT, CITY OF HUNTINGTON BEACH, MARKETWORKS VIDEO a municipal corporation of the State of Ca * is By: Director/Chief print name (Pursuant To HBMC§3.03.100) ITS: (circle one)Chairman/President/Vice President AND APPROVED AS TO FORM: By. n �a ! eo,City Attorney print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Date Secretary—Treasurer RECEIVE AND FILE: City Clerk Date COUNTERPART 21-9302/243642 2 IN WITNESS WHEREOF,the parties hereto have caused this agreement to be executed by their authorized officers on January 28 20.2 _. CONSULTANT, CITY OF HUNTINGTON BEACH, MARKETWORKS VIDEO a municipal corporation of the State of I California By: pill IAN�= 1 Director/Chief prior name (Pursuant To HBMC§3.03.100) ITS: (circle one)Chairman/PresidentNice President AND APPROVED AS TO FORM: By: &City Attorne print name ITS: (circle one)secretary/Chief Financial Officer/Asst. Date Secretary--Treasurer RECEIVE AND FILE: City Clerk Date COUNTERPART 21-9302/243642 2 CITY OF HUNTINGTON BEACH RECEIVED Professional Service Approval Form JAN 04 2021 Amendment # 1 Finance Department 1. Date Requested: 12/23/2020 2. Contract Number to be Amended: Marketworks Video (On Call Agreement) 3. Department: City Manager 4. Requested By: Catherine Jun 5. Name of Consultant: Marketworks Video 6. Amount of Original/Prior Contract: $20,000 7. Additional Compensation Requested: $15,000 8. Original Commencement Date: 7/23/2019 9. Original Termination Date: 7/23/2021 10. Extended Date Requested: -- 11. Reason for Contract Amendment: Additional work was requested by the Communications Committee. 4'1�lzddal 115/z,)2I Purchasing Tpproval Signature Date 12. Are sufficient funds available to fund this contract? Yes ® No ❑ 13. Business Unit and Object Code where funds are budgeted: Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 20/21 24330101.69505 $35,000 $ $ $ Budget Approval Signature Date 2 2 epartment Head Signature Da e l IL Z / ity Manager App9val Signature Date marketworks-psa form (amend 1)-2020-12-23 REV: 2016 City of Huntington Beach FY 2020/21 Other Funds Report Fund: Surf City"Y Cable Channel Op Run Date: 01/05/2021 Object Adopted Revised Actual PO Balance Adopted Revised Actual PO Balance Account FY tlg/20 FY 1d9 20 FY 19/20 FY 19120 FY 19/20 FY 20/21 FY 20/21 FY 20/21 FY 20/21 FY 20/21 00243-Surf City"3"Cable Channel Op 31100-Unres Uncles Fund Balance (1,291,584) 1,291,584 31000-BUDGETARY FUND EQUITY (1,291,584) 1,291,584 30000-TOTAL FUND EQUITY (1,291,584) 1,291,584 41200-Franchises (605,000) (605,000) (605,000) 41000-OTHER LOCAL TAXES (605,000) (605,000) (605,000) 42960-Interest Income (36,733) 36,733 16,484 (16,484) 42955-USE OF MONEY AND PROP (36,733) 36,733 16,484 (16,484) 46700-Other Agencies (541,128) 541,128 (605,000) (605,000) (133,289) (471,711) 46000-REVENUE FROM OTHER AGENCIES (541,128) 541,128 (605,000) (605,000) (133,289) (471,711) 48500-Settlements (1,000,000) 1,000,000 48100-OTHER REVENUE (1,000,000) 1,000,000 40000-REVENUES (605,000) (605,000) (1,577,861) 972,861 (605,000) (605,000) (116,805) (488,195) 52000-Salaries-Temporary 50,000 50,000 51000-PERSONNEL SERVICES 50,000 50,000 61000-Utilities (19) 19 63000-Equipment and Supplies 3,096 (3,096) 64520-Repairs and Maintenance 43,000 43,000 20,146 22,854 43,000 42,001 931 4,069 37,001 68500-Conferences and Training 657 (657) 69300-Professional Services 50,000 200,000 116,316 83,684 50,000 268,430 92,829 98,157 77,444 69450-Other Contract Services 22,000 22,000 47,374 (25,374) 22,000 22,000 53,725 (31,725) 60000-OPERATING EXPENSES 115,000 265,000 187,569 77,431 115,000 332,431 147,486 102,226 82,720 82000-Improvements 395,000 295,000 295,000 187,500 338,648 338,648 83000-Equipment 45,000 45,000 98,708 (53,708) 143 143 80000-CAPITAL EXPENDITURES 440,000 340,000 98,708 241,2921 187,500 338,792 143 338,648 50000-EXPENDITURES 605,000 605,000 286,277 318,7231 352,500 671,223 147,629 102,2261 421,368 Beg FB 1,291,584 1,291,584 Rev 1,577,861 605,000 116,805 Exp (286,277) (671,223) (147,629) End FB 1,291,584 1,225,361 1,260,759 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MARKETWORKS VIDEO 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 Marketworks Video 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: 1. 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 Matt Liffreing who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 19-7777/208431 agree/surfnet/professional svcs to$49 05/19-204132 1 of 12 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on e `", 20 � � (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. 4. 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). 5. 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. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 19-7777/208431 agree/surfnet/professional svcs to$49 05/19-204132 2 of 12 7. 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. 8. 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: 19-7777/208431 agree/surfnet/professionalsvcs to$49 05/19-204132 3 of 12 "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 19-7777/208431 agree/surfnet/professional svcs to$49 05/19-204132 4 of 12 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; 19-7777/208431 agree/surfnet/professional svcs to$49 05/19-204132 5 of 12 B. state that the policy is currently in force; and C. 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 19-7777/208431 agree/surfnet/professional svcs to$49 05/19-204132 6 of 12 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. 19-7777/208431 agree/surfnet/professional svcs to$49 05/19-204132 7 of 12 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 Marketworks Video ATTN: Antonia Graham ATTN: Matt Liffreing 2000 Main Street 20321 Tidepool Court#202 Huntington Beach, CA 92648 Huntington Beach, CA 92646 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 1 9-7 777/20843 1 agree/surfnet/profession al svcs to$49 05/19-204132 8 of 12 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 19-7777/208431 agree/surfnet/professional svcs to$49 05/19-204132 9 of 12 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 19-7777/208431 agree/surfnet/professional sves to$49 05/19-204132 10 of 12 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. 19-7777/208431 agree/surfnet/professional svcs to$49 05/19-204132 11 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, Marketworks Video a municipal corporation of the State of Matt Liffreing California By: ? / r �7�) �q t or of (Pursuant To HBMC§3.03.100) j ��rn print name ITS: (circle one)Chairm /Preside ice President APPROVED AS TO FORM: %ef � AND By: City Attorney / print name ate 22) ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary—Treasurer RECEIVE AND FILE: l.�Gl City Clerk Date 7�.3///q 19-7777/208431 agree/surfnet/professional svcs to$49 05/19-204132 12 of 12 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. 2. 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. 4. 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 1 Exhibit B into compliance, or until this Agreement has expired or is terminated as provided herein. 5. 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. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall 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. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress 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 into compliance, or until this Agreement has expired or is terminated as provided herein. 4. 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 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MARKETWORKS VIDEO FOR ON-CALL VIDEO PRODUCTION Table of Contents 1 Scope of Services................................................................................................................ 1 2 City Staff Assistance...........................................................................................................2 3 Term; Time of Performance................................................................................................2 4 Compensation......................................................................................................................2 5 Extra Work..........................................................................................................................2 6 Method of Payment.............................................................................................................3 7 Disposition of Plans, Estimates and Other Documents.......................................................3 8 Hold Harmless.....................................................................................................................3 9 Professional Liability Insurance ..............................................................................4 10 Certificate of Insurance.......................................................................................................5 11 Independent Contractor.......................................................................................................6 12 Termination of Agreement..................................................................................................6 13 Assignment and Delegation..................................................................................................6 14 Copyrights/Patents ..............................................................................................................7 15 City Employees and Officials..............................................................................................7 16 Notices... .................................................................................................................7 17 Consent................................................................................................................................ 8 18 Modification........................................................................................................................8 19 Section Headings.................................................................................................................8 20 Interpretation of this Agreement......................................................................................... 8 21 Duplicate Original...............................................................................................................9 22 Immigration..........................................................................................................................9 23 Legal Services Subcontracting Prohibited ...........................................................................9 24 Attorney's Fees..................................................................................................................... 10 25 Survival ................................................................................................................................ 10 26 Governing Law..................................................................................................................... 10 27 Signatories............................................................................................................................ 10 28 Entirety................................................................................................................................. 10 29 Effective Date.................................................................................I I Exhibit B f ems"^ d r T F 4 asr a ' Marketworks Marketworks Video MATT LIFFREING 20321 Tidepool Ct. #202 Huntington Beach, CA 92646 714.293.2120 RESPONSE TO REQUEST FOR PROPOSAL ON-CALL VIDEO PRODUCTION AND MEDIA SERVICES FOR HUNTINGTON BEACH CHANNEL 3 MAY 28, 2019 Exhibit B A. Cover Letter and Vendor Application May 20, 2019 Jennifer Anderson, Buyer City of Huntington Beach Finance Department 2000 Main Street Huntington Beach, CA 92648 RE: Response to Request for Proposal: On-Call Video Production and Media Services for Huntington Beach Channel 3 Dear Ms. Anderson, Marketworks and or Marketworks Video appreciates this opportunity to respond to the Request for Proposal (RFP) for the On-Call Video Production and Media Services for the City of Huntington Beach. I am extremely proud and honored that Marketworks has been able to provide video messaging services to the City of Huntington Beach for over 30 years, and within a variety of capacities throughout the transformation of community and technology. My commitment spanning many years and working with different entities of the process of delivering video messaging has been focused toward the goal of quick response and quality of work and professionalism which meets the best needs of the City, City Cable TV Manager, Public Relations Officer, or other as directed. Key elements of the proposal highlight the major importance of addressing the direction of Channel 3 programming and its need for new, fresh and creative content that may broaden the reach of Channel 3 and the City's many platforms, while using all methods available to do so. Marketworks is ready to provide the experience, desire, locally-focused means, institutional knowledge and meets the qualification standards to provide quality satisfaction which as been acknowledged as excellent. My multiple recognitions and awards verify my commitment to excellence. These briefly include: • Received HB Mayor's Award for "Exemplary Service Videography/Producer HBTV 3/City Website" ( November 19, 2012 ) • Won as producer of the documentary on the Huntington Beach Wetlands & Wildlife Care Center ( National Association of Telecommunications Officers & Advisors— NATO 2010 ) • Won Award of Excellence: Digital Media for the production of"Rec Report" series for HB Community Services Department ( California Park & Recreation Society—CPRS 2015 ) (1) Exhibit B I have been able to achieve these city-related career recognitions that establish excellence by maintaining positive and professional relationships with key tradespeople in the pursuit of producing and delivering video messaging, and utilizing equipment and working procedures of production, videotaping, editing and the like. My commitment to excellence in video production has resulted in recognition from within the community itself, including our business community. These briefly include: • Created a first-ever video business series "HB Business News" that resulted in the Chairman's Award (Huntington Beach Chamber of Commerce, 2015) • Presented with the National School Bell Award (National Assistance League, 2017) • Received Pillar of Achievement Award (Golden West College, 2018) Key elements of the RFP also reflect the needs of the City and its Communications Committee, Staff and others as directed, to pursue new productions. My background fortunately covers more forward-thinking directions/mediums, technologies, etc., as actual working experience that places an emphasis and looking toward a positive future, knowing I have a credible past. These include: • Was on the forefront of local Pay Per View television promotion, bringing together three Dominos Pizza franchises to print bill inserts ( Rogers Cablesystems, 1988) • Created/Producer "Cable Coupon TV Show" as a direct response strategy for companies with smaller budgets, but still would like to experience Cable TV (Rogers Cablesystems, 1988- 1989) • Assisted in the roll out and eventual sales associate for "Metro Market 12" a stand- alone 24/7 TV Channel that used still-frame computer technology to market Real Estate, Retail, Automotive and City and Movie notices ( Paragon Cable TV Oct. 1989 -1992) • Was first to use aerial videography and stills (HB Downtown Tree Lighting 2015, Surf City Highlights) • Began posting Surf City Highlights edits to social media per HB Councilman direction (YOUTUBE 2009, Facebook, Twitter, etc., 2011 ); used YOUTUBE as archive library to send links to those that requested to see videos—who didn't have Cable TV, good PR approach. (2) Exhibit B Additionally, a key element of the RFP Response is locality and community service. Because I have lived here in Huntington Beach and or have been associated with the Huntington Beach community for over 46 years, I have developed personal and professional relationships that assist in doing my job efficiently. (F.Work Samples/Portfolio on Thumbdrive: How I got to be here.) And when there may be multiple video projects where timing is everything—whether projects be live ( streaming or other ) or taped for editing and posting, efficiency is directly tied to ease of mobility. The bottom line is about performance and providing services in a timely manner. I am able and proud to do this because of my long-standing involvement in the community, including association with the Huntington Beach 41" of july Parade, former member of Elks and Kiwanis, the Huntington Beach Restaurant Association and the Miss Huntington Beach Scholarship Pageant/Program. I have also been able to donate my services for many of those organizations as well as most recently, the Special Olympics of Orange County ( April 2019 ), and the NCSFEST (May 2019). 1 appreciate this opportunity to submit this proposal as a response to the RFP. I have read the RFP and the Professional Services Contract Agreement. The proposal price will be valid for a period of at least 180 days. I stand available at any part of this process to answer any questions at any moment per your convenience. Respectfully, 111-' Matt Li ing 20321 Tidepool Ct#202 Huntington Beach, CA 92646 714.293.2120 Attachments (3) — Request for Proposal-Vendor Application Form Respond to Request for Qualifications Proposal Reference Letters (3) REQUEST FOR PROPOSAL VENDOR APPLICATION FORM TYPE OF APPLICANT: ❑ NEW 0 CURRENT VENDOR Legal Contractual Name of Corporation: Marketworks Contact Person for Agreement: Matt Liffreing Corporate Mailing Address: PO BOX 3321 City, State and zip Code: Huntington Beach, CA 92646 E_Mail Address: comm369@aol.com Phone: 7 1 4.293.2 1 20 Fax: 714.465.9472 Contact Person for Proposals: Matt Llfff eing Title: Owner/Creative Director E-Mail Address: comm369@ao1.com Business Telephone: 714.293.2120 Business Fax: 714.465.9472 Is your business: (check one) ❑ NON PROFIT CORPORATION 0 FOR PROFIT CORPORATION Is your business: (check one) ❑ CORPORATION ❑LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL F-� SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑UNINCORPORATED ASSOCIATION 1 of 2 Exhibit B Names & Titles of Corporate Board Members (Also list Names & Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Matt Liffreing Owner/Creative Dir. 714.293.2120 Federal Tax Identification Number: 363-68-0355 City of Huntington Beach Business License Number: A260394 (If none, you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date: 8/31/2019 2 of 2 Exhibit B Table of Contents A. Cover Letter and Vendor Application Form PAGES • Cover Letter 1-3 • Vendor Application Form B. Background and Project Summary Section 1. Scope of Work 4 C. Methodology 4-5 1. Implementation Plan 4 2. Client Satisfaction 4 3. Project Schedule 4 4. Specific Tasks 5 D. Staffing 5 Resumes 5-6 E. Qualifications 6-10 1. Response to Scope of Work based on Experience 6-7 2. Key Staff/Personnel ( SUBS ) 7-8 3. Demonstrated Capability 8 4. References 9-10 F. Work Samples/Portfolio 11 (Supplied Thumb drive) G. Fee Proposal 11 H. Exhibits 12 1. Exhibit A A.Statement of Work 12 B. Consultants Duties and Responsibilities 12 C. City's Duties and Responsibilities 12 D. Work Program/Project Schedule 12 Letters 13-17 Exhibit B B. BACKGROUND AND PROJECT SUMMARY SECTION 1. Scope of Work Marketworks is able to meet the needs of the City, City Council, City's Cable TV Manager, Community Relations Officer, and others as directed, in regard to performing On Call production services in creating customized and newer content, using: HD Shooting, Voiceover, Closed Captioning, Video Editing, Music licensing, Animated/Motion Graphics, Social Media, Vlog, Short and Long version programming, or other needs. Understanding the evolution of the City's video production history and its relationship with the HB community for over 35 years is unique and gives a perspective into the telecommunications possibilities for the future. C. METHODOLOGY 1) IMPLEMENTATION PLAN Marketworks experience and approach as a vendor has shown me that by focusing on the community and understanding the delicate balance the City of Huntington Beach navigates almost daily with its community and the many moving parts and pieces, it is best to be mindful of this process, respectful and trustworthy. Working with professional and Broadcast level cameras, latest editing software versions, multiple back up solutions and applicable applications are a must. Projects that need to be shown in person at City Hall are sometimes needed immediately, as stakeholders may be involved, or reviewing past edits or footage that may be useful for whatever reason to Staff if a file transfer doesn't go through electronically, I am minutes away to City Hall or to the Downtown. 2) CLIENT SATISFACTION Overall, it's satisfying the client and community, as we are not so much in the television business, as we are in the public relations business. And today with the hyper-sensitivity of Social Media, edits and posts have to be correct. I will ensure that we always have a second set of eyes before we publish or burn, and always, the City will have the last say about changes or platforms. A secure way of proofing video footage or proofing edits is by way of either making private on a separate YOUTUBE CHANNEL ( private ) and sending along the link, or sending via WETRANSFER.COM, the complete file so the edit/footage can be viewed before final attempts are made and or directed to post or burn. 3) PROJECT SCHEDULE Project scheduling would be arranging for the production at hand either as sole producer and working with others, or shoot, edit and post myself. Turnaround time could be same day, next day or as desired by the City, or for use by City Council b- roll. (4) Exhibit B 4) SPECIFIC TASKS Requirements would be to establish a good communications strategy throughout the project process, including using texting from Consultant to PM as information or facts may change. Also, setting mini-deadlines to check how a project is progressing. D. STAFFING Matt Liffreing ( Principal ) 20321 Tidepool Ct#202 Huntington Beach, CA (714) 293.2120 Comm3692aol.com Camera. Editor. Voice. Graphics. Producer. Social Media Owner/Operator— Marketworks or Marketworks Video Brief bio/Resume' (Video: How I got Here—4,F. Thumbdrive) Background: Born 1963 in Las Vegas, Nevada Established into Huntington Beach in 1973 and first acted in a HB Parks & Recreation talent show at College View Elementary, 1974 doing impressions and comedy Two Children: Ilyse, 27 and Jared, 26 Came into the City of Huntington Beach by being noticed on the Rogers Cablesystems show local Cable Update ( 1982 —1988) and was hired after Golden West College and Broadcasting Trade School , by Public Information Officer, Bill Reed to conduct HB City Council Candidate interviews in 1986. Dan Foote 1403 B Superior Avenue Newport Beach, CA 92663 (949) 296.5466 Dan@verbtv.com Camera. Edit. Voice. Bio/Resume' Brand Manager, Innocean Worldwide—Client Hyundai Co-Owner/Operator, Verb Surf Television Dan is an experienced media professional with over 10 years of video and digital production with content creation, including shooting, editing and voice work. Dan has collaborated with Marketworks for many years and is familiar with the Huntington Beach Community. (5) Exhibit B Joe Anello 428 11t" Street#C Huntgington Beach, CA 92648 (714) 350.1725 Aerial Photography.Videography Bio/Resume' Real Estate Broker/Professional Drone Operator, Pilot Joseph is a 5 -year experienced & Licensed UAV drone pilot (CERT#4101295) and has been working within the Event and Real Estate markets since Aerial photography became a popular vehicle to use. A 45 Year resident of Huntington Beach, Mr. Anello's professional experience includes Surf City Marathon, Star Real Estate, C-21 Realty, and Toyota of Huntington Beach, along with capturing footage for Surf City Highlights. E. QUALIFICATIONS I believe that my company Marketworks is qualified as a respondent to the technical requirements outlined based upon my over 30 years in the marketplace and having used and or demonstrated the technical competency within this timeframe and experience of getting projects completed. More specifically, I have produced, managed, and or captured and edited to a final edit, using: • HD Shooting: Event-style camera ( Canon XF 205 ) and Longer Form Recording (Canon Cinema Line: C100, MARK II ) with upgrades coming. These cameras and more are owned, not rented and are secured with membership in the Canon Professional Services division for proper handling of repair, loan or replace. • Voice over talent:The use of Male, Female or bilingual talent is and has been available; recording software with knowledge of recording techniques and applications that cover the many dynamics of recording (basically to make it sound good.) • Video Editing: Create edits using supplied content or original content is imported through Final Cut Pro with many levels of output to better correspond with either online posts or television cablecasts. • Music Licensing: Over 12 years of applied experience with music libraries like Warner/Chappell and or Google Music or work with local artists/musicians. • Animation/Motion Graphics: The use and knowledge of creating text, artwork or other that reflects motion on the screen through applications within the Final Cut Pro software ( MOTION APPLICATION) ( 4.F Thumb Drive ATTACHED) (6) Exhibit B • Social Media: Regularly have posted video edits online across platforms noting the on-going trends,this includes YOUTUBE ( sharing and or posting links, building out descriptions, etc.) and Facebook, Facebook Live, and Instagram. • Short and long version programming: Over 30 years of associate producing, producing and creating entire content of hours ( Centennial Surf City Highlights, Mayor Town Hall) 30-minutes (Surf City Highlights & Surf City Highlight edits broken down to post individually online which are between 1:20 —3:00 minutes in Length; Heartbeat of Huntington Beach) to short version or :30 second promotional spots like the most recently shot and edited American Legion Post 133 Resource Center clips to the earlier "Don't Call 911" 4th of july spots on behalf of the Huntington Beach Police Department. • VLOG: A series of short videos based around a same-like subject. Can be cell phone or more defined fixed camera approach (SUPPLIED THUMB DRIVE) • Closed Captioning: Embedded now in most major editing software programs (4.F Thumb Drive Attached) 1) KEY STAFF/PERSONNEL Matt Liffreing—Content Creator—More Recent Work 20321 Tidepool Ct#202 HB CA 92646 714.293.2120 Comm369@aol.com Marketworks or Marketworks Video • Producer, The Heartbeat of Huntington Beach 2018 - Present o Shoot, write, edit, coordinate & schedule workflow for talent, guests; record voice overs and deliver final edit for posting and DVD burn hand in • Producer, On-Call Requests as needed 2014 - Present o Shoot, write, edit, coordinate & schedule workflow for talent, guests; record voice overs and deliver final edit for posting and DVD burn hand in —Same Day or following day post or as directed • Producer, HB Business News, Weekly Edit 2010- Present o Shoot, write, edit, coordinate & schedule workflow for talent, guests; record voice overs and post final edit • Producer, Surf City Highlights 2008-Present o Shoot, write, edit, coordinate & schedule workflow for talent, guests; record voice overs and deliver final edit for posting and DVD burn hand in (7) Exhibit B Dan Foote —Camera. Editor. Voice. 1403 B. Superior Ave. NP, CA 92663 (949) 296,5466 Dan2verbtv.com • Camerman/Editor JULY 2015 & 2016 o Provided footage of the US Open to be used in a later Surf City Highlights • Camerman/Editor October 2014 o Covered Surfboards on Parade at the Waterfront Beach Resort; Shot video and asked for comments from key people; turned in raw footage over to the producer for a later Surf City Highlights program. • Camerman/Editor June 2014 o Provided edited footage for a total of 6 "Surf Scene" programs which ran on HBTV 3 and produced by Matt Liffreing and featured Peter "PT" Townend. Public Service Announcements were added that highlighted ocean safety tips by the HB Lifeguards; shot and edited by Matt Liffreing Joe Anello—Aerial Photography.Videography 428 11t" Street#C HB, CA 92648 (714) 350.1725 • Aerial Photography/Videography 2016 - Present o Provided aerial raw footage as a licensed UAV Drone Pilot (CERT #401295) of a host of events such as the NCSFest, Big Board World Record, Big Board Unveiling, Circle of Honor, Fourth of July, Cars 'N Copters, Civil War Days, Central Park. 2) DEMONSTRATED CAPABILITY From the beginnings of the first HB City Council Candidate Interviews ( On Camera Interviewer 1986 & 1988, etc.) through to the original Made in Huntington Beach Series (Associate Producer, Writer and Interviewer, Voice Over/Host; Establish 1992) to Surf City Highlights ( Host, Writer, Shooter, Producer, Editor, Social Media, 2008- Present), I've been able to blend and use many production elements and adapted to new technologies and in-field techniques to better serve the City of Huntington Beach. (8) Exhibit B 3) REFERENCES City of Huntington Beach —Cathy Green, Fmr. City Councilwoman & Mayor, Originator ( LETTER ATTACHED ) Surf City Highlights—A monthly% Hour program showing the highlights from events of our community; 2008-Present Julie Toledo, Public Community Relations Officer (714) 536.5577; Julie.toledo@surfcity-hb.org HB Downtown Business Improvement District (BID) BID Spots &Video Messaging—Shot, directed & edited over 130 BID Member "Spotlights" as well as shot & edited positive messaging videos and posted all on Social Media platforms; March 2016—June 2018 Susan Welfringer, BID Manager, (714) 809-3521; Sue@welfringer.com HB Community Services Dept. Rec Report—Shot, directed talent & edited stand- alone segments and part of Surf City Highlights; to promote awareness of programs, events and services of Community Services. Rec Report won CPRS Marketing and Communications Award of Excellence: Digital Media, March 11, 2016 July 2015— May 2018 Chris Slama, Community Services Mgr. (714) 536.5495 cslama@surfcity-hb.org Huntington Beach Council on Aging ( LETTER ATTACHED ) Volunteers— Promoting all of what the volunteers do for HBCOA May 2017 -June 2017 Promo Video— Highlighting Senior Services in Huntington Beach November— December 2010 Senior Services —Highlighting Senior Services at Rodgers Senior Center March 2010 Beth Hambelton, HBCOA President, c/o Memorial Care (714) 378.5531 Bhambelton@memorialcare.com (9) Exhibit B Ocean View School District ( LETTER ATTACHED; Exhibit ) Holiday Message—OVSD Superintendent gives a Holiday message December 2017 Back to School —Video promoting the new school year J U N E 2017 Middle School Promo—Overview of those schools that make up OVSD February 2017 Holiday Message—OVSD Superintendent gives Holiday message December 2016 Welcome to the New OVSD—Introduction to the changes of the District October 2016 Julie Jennings, Public Information Officer, (714) 847.2551, Ext. 1313 iiennings@ovsd.org City of Fountain Valley (LETTER ATTACHED ) Fountain Valley State of the City—A trip around the City with Mayor John Collins November 2008 Ray Kromer, Fmr. City Manager, (714) 329.6669 Ravkromer@cox.net John Collins, Fmr. FV Councilman & Mayor, (714) 330.7703 Supervisor Jim Silva (LETTER ATTACHED ) The Silva Update— Producer of quarterly production that focuses on the issues of the Second Supervisorial District with host,Jim Silva. (Time Warner Cable) 2004-2006 Jim Silva, Fmr. Orange County Board of Supervisor, State Assemblyman (562) 593.3688; Cell (714) 642.9460 Jwsilva67!2yahoo.com (10) Exhibit B F. Work Samples/Portfolio ( Supplied Thumbdrive ) o How did 1 get to be here (Professional Background) o Closed Captioning: HBFD Smoke House o Animation/Motion Graphics: HBee, UFC GYM Anniversary, HH Jr. Etiquette, Vans US Open o Short Programming:American Legion Veterans Resource Center, Corgella on the Beach, Kaboom, Soroptimist Day of Empowerment, Surf City 3 Station ID(NEW SPEC AD), Surf City Marathon Promo—Behind the Scenes o Long Programming: HB Laughs&Songwriter Spotlight(NEW SPEC AD); Heartbeat of Huntington Beach o Example of Diversity: one event, three different edits (Newsy. Vlog-Style, Musical) o Facebook (Taste of Huntington Beach) Facebook Live:Zombies, Election Note:EXAMPLES OF MUSIC AND SFX.ARE FOUND THROUGHOUT WORK SAMPLES G. Fee Proposal/Per Hour as requested HD Shooting—Short and or Long version programming ■ $75.00-$125.00 on location/Per Camera - $55 in studio Camera Operator Video Editing ■ $65.00- $85.00 Voice Over Talent ■ $50.00- $70.00 Closed Caption Capability ■ $65.00 -$85.00 Animation/Motion Graphics ■ $65.00- $85.00 Social Media ( Direct record or post edited videos ) ■ No Charge for posting & description from Marketworks' edits ■ $50.00 Record Live or taped on location (11) Exhibit 6 EXHIBIT"A" A. STATEMENT OF WORK: Perform production duties as set forth by the Office of the City Manager, other entities assigned. A large cross-over production capability is provided within whatever the needs of the project are and the deadline for final edit. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES Depending upon the specific needs of a project, overall, I find my responsibility to guarantee a smooth production process including a final edit. The production may require the coordination of guests, On- Camera Talent, experts in the field of the project; also acquiring graphics, pictures, or other, to determine viability of quality of use with permission of use and further facilitate the production. Additionally, to verify facts, time of day scheduling, rectify any technical issues while always providing sensitivity toward subject matter, that may have interaction with City policies or procedures, other City or governmental staff spokespeople, etc. To load/import video for editing software and to do so with outline, script or to take sole directorship of the project. Import all aspects and pieces that may adapt well with the edit and or with music, sound effects, other graphics, animation, etc. Record voice over talent as needed. Show proof of work/edit and then make changes accordingly, if needed - all within a timely manner. Post as directed. Burn to DVD, if needed. C. CITY'S DUTIES AND RESPONSIBILITIES The path to an edit is a clear understanding from the beginning as to the vision and or scope of the project, especially if this is a new and fresh idea—so we hit the mark the first time. I'm sure from the City side, I will be provided with that project concept as best as possible, complete with as many details as possible. If this is a field shoot, suggestions as to who to contact and or interview is very helpful. Parking and event access may just be an issue because of equipment being used, and that arrangement sometimes is best coming as a request from the City and followed up by Marketworks. D. WORK PROGRAM/PROJECT SCHEDULE Establish reasonable but a timely timeline of expectations and deadlines. This will ensure with Staff and needed personnel a transparent workflow to success. Exhibit B OFFICERS First Vice President CATHY GREEN _gyq ••,. SINCE 7«33 ORANGE COUNTY WATER DISTRICT May 23, 2019 To whom it may concern: It is my sincere pleasure to endorse Matt Liffreing who was and continues to be instrumental in the production of "Surf City Highlights". A program designed originally to showcase our community events, people and notable moments of history for the City of Huntington Beach. His program helps to tie us together as community. As a council person and former mayor, I suggested we start a program to highlight all the wonderful volunteers that make Huntington Beach so special. Matt brings the "Highlights" to us every month. I fully recognized the valuable contributions Matt is making to enhance the image of the city of Huntington Beach. And now as first Vice President of the Orange County Water District I am able to see Matt's valuable contributions from a private citizen perspective. His talents have grown along with our Community and I know many others value his commitment. He has always brought in his productions below market rates and in a timely manner. Matt can capture events that people have worked so hard on in a very positive manner, so everyone can experience the event whether they were there or not. Through these "Highlights" we see how vibrant our community is. Additionally, I am aware of the many community and City of Huntington Beach programs Matt has been a part of for so many years, including Election night interviews and many others. In conclusion I do not hesitate to recommend Matt Liffreing for the position of On call Video Production Services. If you have any questions about my recommendation, please contact me at 714-321-0522 or ctpgreen ocwd.com. Sinc ely, Cathy Green PO Box 8300 18700 Fountain Valley,CA 00 Fountain Valley,CA 92708 Exhibit �� �-��/ Uw|` �� HBC10' A Huntington Beach COUNCIL umAGING 18041 GO0EMWEST STREET ~ HUNTINGTON BEACH, CA92648 , 714.374]524 City ofHuntington Beach ZUDD Main St, Huntington Beach [A9Z648 ^ To Whom it may concern: May 15, 2019 The Huntington Beach Council On Aging (HBCOA) board of directors vvuu|d like to share our support for Matt Uffiein8. Matt's dedication toward the City, its Seniors and the vital resources provided through Senior Services is evidence in the many wonderful Surf City Highlights he has produced that feature HBCOA events such as the Annual On Course Golf Tournament and the Annual Senior Saturday Community Festival, both of which raise funds tosupport senior services in Huntington Beach. He has captured classes, events and the roll out of the new Senior Center in Central Park as well. Matt has done quality work in showcasing the many positive aspects of our Senior community and those all-important event sponsors. When the HBC[)A needed to make stand-alone videos, we interviewed and subsequently hired Matt. Matt worked well with the HBCOA committee, senior center staff and volunteers in Transportation, Home Delivered Meals, and more. H8[OA's positioning today iS much improved thanks tothe great work Matt produced for us. We also appreciate the visual messaging Matt continues to produce for HB residents and surrounding communities. Going forward, vve hope that Matt will continue the messaging he has come tU know well. We recommend to the City ofHuntington Beach that Matt LiffreinQ strongly be considered for any future videotaping, editing and or direction, given his expertise, quality work, institutional knowledge and good spirit. Kind regards, ~_ Beth Harnbe|ton, HBCOA President, On behalf ofthe H8COA Board of Directors Huntington Beach Council or) Aging ° ,pw.v,HBCCA.o/g ° Tax |.D. #5l'0l7943l Eaoceanwicio" ool D�. tri 17200 Pinehurst Lane, Su erintendent Board Of Trustees Huntington Beach,CA 92647 John Briscoe,President Tel:714 847-2651 Carol Hansen,Ed.D. Gina Clayton-Tarvin,Vice President Equity®nd Fax:714 847-1430 Jack Souders,Clerk Excefienoe- Web:www.ovsd.org Patricia Singer,Member Norm Westwell,Member May 16, 2019 To Whom It May Concern, RE: Matt Liffreing, Marketworks Video The Ocean View School District, which serves approximately 8,000 students in the Huntington Beach, Fountain Valley and Westminster communities and employs over 1,000 employees, has enjoyed a positive working relationship with Mr. Matt Liffreing for the past three years. Beginning in the fall of 2016, our District contracted with Mr. Liffreing for his video services, which included filming, editing, and producing several videos for our families and staff. I have enjoyed working with Mr. Liffreing during the filming process, and the final videos have been well-received in Ocean View. His work and interactions have always been professional, and I often see him working in the community at a variety of business events. Please feel free to contact me if you have any questions regarding Mr. Liffreing's video work in the Ocean View School District. I can be reached at (714) 847-2551, ext. 1309. Sincerely, Carol Hansen, Ed.D. Superintendent Exhibit B May 22, 2019 To Whom It May Concern: I had the pleasure of working with Matt Liffreing and his company Marketworks on a video project in November 2008. We created and filmed a video for the Fountain Valley State of the City presentation. As City Manager, my staff and I developed the concept, story line, and locations, we wanted to showcase. We had limited knowledge of how to actually produce and film our ideas. Matt was extremely instrumental in translating our concepts into a script, schedule, and direction that reflected our goals. This was all done in a three day taping schedule. Matt was very professional and personable during this project. The end result was outstanding and well received by our audience the citizens of Fountain Valley. Thus achieving our original goals. I would not hesitate to recommend Matt for any project. He fully understands the process and is good about implementing your ideas into your desired result. Sincerely, Ray Kromer Retired Fountain Valley City Manager 714-329-6669 Raykromer@cox.net Exhibit B Jim Silva 16541 Peale Lane Huntington Beach CA 92649 Jwsilva67@yahoo.com 714.642.946 May 24, 2019 Jennifer Anderson Buyer, Finance Department City of Huntington Beach Matt Liffreing worked for me in my Orange County Board of Supervisors Office on a variety of assignments. Matt was a valued employee who needed little direction and was a self-starter. After I left the Orange County Board of Supervisors for the California State Legislature, Matt joined my Sacramento staff. At the County, Matt was a field representative working with the 11 cities I represented. In addition, Matt produced and directed my monthly TV show,the Silva Update. Under Matt's direction, my TV program received many positive comments. As a daily routine, Matt attended community events on my behalf. Today, I still receive compliments on the professional treatment he extended to my constituents. if I can be of any further assistance, please do not hesitate to contact me by email or cell phone. Sincerely, J, C, Jim Silva 1 a DATE(MMIDD/YYYY) A�Ro CERTIFICATE OF LIABILITY INSURANCE 7/15/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Shade Sneddon Bowermaster&Associates PHONE 714-733-6251 aC No): 10805 Holder St IAJC_MAIL Ste 350 ADDRESS: ssneddon bowermaster.com Cypress CA 90630 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Sentinel Insurance Company 11000 INSURED MATTLIF-01 INSURER B:Philadelphia Indemnity Insurance 18058 Matt Liffreing DBA: Marketworks 20321 Tidepool Cir Unit 202 INSURERC: Huntington Beach CA 92646-8545 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:534102427 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY 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 ADDTYPE OF INSURANCE INsp SUER POLICY NUMBER MMIDDIYYYY MM POLICY EFF POLICY EXP LTR /DD/YYYY LIMITS A X COMMERCIAL GENERALLIABILITY Y 72SBAIB4605 8/3/2018 8/3/2019 EACH OCCURRENCE $1,000,000 DAMAGE TO_7RENTED CLAIMS-MADE �OCCUR PREM SES Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY❑ PRO ❑ AMOVED AS TO FORM JECT LOC PRODUCTS-COMP/OE AGG $2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ By: Ea accident ANY AUTO MICHAEL E.GATES BODILY INJURY(Per person) $ OWNED SCHEDULED cm ATTORNEY AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED CITY OF tiUNnNGTON k3 ACM PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DIED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Professional Liability PHSD1391854 12/7/2018 12/7/2019 Each Claim&Agg 1,000,000 Deductible 5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) All Operations of Named Insured. Certificate Holder is Additional Insured as respects to General Liability per attached endorsement form.Coverage applies on a Primary and Non-Contributory basis per attached endorsement form.30 day notice of cancellation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach, its employees and officers 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72 SBA IB4605 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 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): CITY OF HUNTINGTON BEACH, ITS EMPLOYEES AND OFFICIALS 2000 MAIN ST HUNTINGTON BEACH, CA 92648 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 organization(s) shown in the Schedule, but only with Section III—Limits Of Insurance: respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. Required by the contract or agreement; or 1. In the performance of your ongoing operations; or 2. Available under the applicable Limits of Insurance shown in the Declarations; 2. In connection with your premises owned by or whichever is less. rented to you. However: This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 1. The insurance afforded to such additional 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 insured 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: 72SBAIB4605 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) �� �(`(`� �� 8. Transfer Of Rights Of Recovery Against C!t# art; Others To Us a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a)and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. . Form SS 00 08 04 05 Page 17 of 24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION-TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s)with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s)on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s)will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011,The Hartford t Marketworks Marketworks Video MATT LIFFREING 20321 Tidepool Ct. #202 Huntington Beach, CA 92646 714.293.2120 RESPONSE TO REQUEST FOR PROPOSAL ON-CALL VIDEO PRODUCTION AND MEDIA SERVICES FOR HUNTINGTON BEACH CHANNEL 3 MAY 28,2019 A. Cover Letter and Vendor Application May 20, 2019 Jennifer Anderson, Buyer City of Huntington Beach Finance Department 2000 Main Street Huntington Beach, CA 92648 RE: Response to Request for Proposal: On-Call Video Production and Media Services for Huntington Beach Channel 3 Dear Ms. Anderson, Marketworks and or Marketworks Video appreciates this opportunity to respond to the Request for Proposal (RFP) for the On-Call Video Production and Media Services for the City of Huntington Beach. I am extremely proud and honored that Marketworks has been able to provide video messaging services to the City of Huntington Beach for over 30 years, and within a variety of capacities throughout the transformation of community and technology. My commitment spanning many years and working with different entities of the process of delivering video messaging has been focused toward the goal of quick response and quality of work and professionalism which meets the best needs of the City, City Cable TV Manager, Public Relations Officer, or other as directed. Key elements of the proposal highlight the major importance of addressing the direction of Channel 3 programming and its need for new, fresh and creative content that may broaden the reach of Channel 3 and the City's many platforms, while using all methods available to do so. Marketworks is ready to provide the experience, desire, locally-focused means, institutional knowledge and meets the qualification standards to provide quality satisfaction which as been acknowledged as excellent. My multiple recognitions and awards verify my commitment to excellence. These briefly include: • Received HB Mayor's Award for "Exemplary Service Videography/Producer HBTV 3/City Website" ( November 19, 2012 ) • Won as producer of the documentary on the Huntington Beach Wetlands & Wildlife Care Center ( National Association of Telecommunications Officers & Advisors—NATO 2010 ) • Won Award of Excellence: Digital Media for the production of "Rec Report" series for HB Community Services Department ( California Park& Recreation Society—CPRS 2015 ) (1) I have been able to achieve these city-related career recognitions that establish excellence by maintaining positive and professional relationships with key tradespeople in the pursuit of producing and delivering video messaging, and utilizing equipment and working procedures of production, videotaping, editing and the like. My commitment to excellence in video production has resulted in recognition from within the community itself, including our business community. These briefly include: • Created a first-ever video business series "HB Business News" that resulted in the Chairman's Award (Huntington Beach Chamber of Commerce, 2015) • Presented with the National School Bell Award (National Assistance League, 2017) • Received Pillar of Achievement Award (Golden West College, 2018) Key elements of the RFP also reflect the needs of the City and its Communications Committee, Staff and others as directed, to pursue new productions. My background fortunately covers more forward-thinking directions/mediums, technologies, etc., as actual working experience that places an emphasis and looking toward a positive future, knowing I have a credible past. These include: • Was on the forefront of local Pay Per View television promotion, bringing together three Dominos Pizza franchises to print bill inserts ( Rogers Cablesystems, 1988) • Created/Producer"Cable Coupon TV Show" as a direct response strategy for companies with smaller budgets, but still would like to experience Cable TV (Rogers Cablesystems, 1988- 1989) • Assisted in the roll out and eventual sales associate for"Metro Market 12" a stand- alone 24/7 TV Channel that used still-frame computer technology to market Real Estate, Retail, Automotive and City and Movie notices ( Paragon Cable TV Oct. 1989 -1992) • Was first to use aerial videography and stills (HB Downtown Tree Lighting 2015, Surf City Highlights) • Began posting Surf City Highlights edits to social media per HB Councilman detection (YOUTUBE 2009, Facebook,Twitter, etc., 2011 ); used YOUTUBE as-arsh+ve`iibrary to send links to those that requested to see videos—who didn't have Cable TV, good PR approach. (2) Additionally, a key element of the RFP Response is locality and community service. Because I have lived here in Huntington Beach and or have been associated with the Huntington Beach community for over 46 years, I have developed personal and professional relationships that assist in doing my job efficiently. (F.Work Samples/Portfolio on Thumbdrive: How I got to be here.) And when there may be multiple video projects where timing is everything—whether projects be live ( streaming or other) or taped for editing and posting, efficiency is directly tied to ease of mobility. The bottom line is about performance and providing services in a timely manner. I am able and proud to do this because of my long-standing involvement in the community, including association with the Huntington Beach 4ch of July Parade, former member of Elks and Kiwanis, the Huntington Beach Restaurant Association and the Miss Huntington Beach Scholarship Pageant/Program. I have also been able to donate my services for many of those organizations as well as most recently,the Special Olympics of Orange County( April 2019 ), and the NCSFEST (May 2019). 1 appreciate this opportunity to submit this proposal as a response to the RFP. I have read the RFP and the Professional Services Contract Agreement.The proposal price will be valid for a period of at least 180 days. I stand available at any part of this process to answer any questions at any moment per your convenience. Respectfully, Ma�in 20321 Tidepool Ct#202 Huntington Beach, CA 92646 714.293.2120 Attachments (3)—Request for Proposal-Vendor Application Form Respond to Request for Qualifications Proposal Reference Letters (3) REQUEST FOR PROPOSAL VENDOR APPLICATION FORM TYPE OF APPLICANT: ❑ NEW CURRENT VENDOR Legal Contractual Name of Corporation: Marketworks Contact Person for Agreement: Matt Liffreing Corporate Mailing Address: PO BOX 3321 City, State and zip Code: Huntington Beach, CA 92646 E-Mail Address: comm369@aol.com Phone: 714.293.2120 Fax: 714.465.9472 Contact Person for Proposals: Matt Liffreing Title: Owner/Creative Director E-Mail Address. comm369@aol.com Business Telephone: 714.293.2120 Business Fax: 714.465.9472 Is your business: (check one) ❑ NON PROFIT CORPORATION 0 FOR PROFIT CORPORATION Is your business: (check one) ❑ CORPORATION ❑LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL 0 SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑UNINCORPORATED ASSOCIATION 1 of 2 Names & Titles of Corporate Board Members (Also list Names & Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Matt Liffreing Owner/Creative Dir. 714.293.2120 Federal Tax Identification Number: 363-68-0355 City of Huntington Beach Business License Number: A260394 (If none, you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date: 8/31/2019 2 of 2 Table of Contents A. Cover Letter and Vendor Application Form PAGES • Cover Letter 1-3 • Vendor Application Form B. Background and Project Summary Section 1. Scope of Work 4 C. Methodology 4-5 1. Implementation Plan 4 2. Client Satisfaction 4 3. Project Schedule 4 4. Specific Tasks 5 D. Staffing 5 Resumes 5-6 E. Qualifications 6-10 1. Response to Scope of Work based on Experience 6-7 2. Key Staff/Personnel ( SUBS ) 7-8 3. Demonstrated Capability 8 4. References 9-10 F. Work Samples/Portfolio 11 (Supplied Thumb drive) G. Fee Proposal 11 H. Exhibits 12 1. Exhibit A A.Statement of Work 12 B. Consultants Duties and Responsibilities 12 C. City's Duties and Responsibilities 12 D. Work Program/Project Schedule 12 Letters 13-17 B. BACKGROUND AND PROJECT SUMMARY SECTION 1. Scope of Work Marketworks is able to meet the needs of the City, City Council, City's Cable TV Manager, Community Relations Officer, and others as directed, in regard to performing On Call production services in creating customized and newer content, using: HD Shooting,Voiceover, Closed Captioning, Video Editing, Music licensing, Animated/Motion Graphics, Social Media, Vlog, Short and Long version programming, or other needs. Understanding the evolution of the City's video production history and its relationship with the HB community for over 35 years is unique and gives a perspective into the telecommunications possibilities for the future. C. METHODOLOGY 1) IMPLEMENTATION PLAN Marketworks experience and approach as a vendor has shown me that by focusing on the community and understanding the delicate balance the City of Huntington Beach navigates almost daily with its community and the many moving parts and pieces, it is best to be mindful of this process, respectful and trustworthy. Working with professional and Broadcast level cameras, latest editing software versions, multiple back up solutions and applicable applications are a must. Projects that need to be shown in person at City Hall are sometimes needed immediately, as stakeholders may be involved, or reviewing past edits or footage that may be useful for whatever reason to Staff if a file transfer doesn't go through electronically, I am minutes away to City Hall or to the Downtown. . 2) CLIENT SATISFACTION Overall, it's satisfying the client and community, as we are not so much in the television business, as we are in the public relations business. And today with the hyper-sensitivity of Social Media, edits and posts have to be correct. I will ensure that we always have a second set of eyes before we publish or burn, and always, the City will have the last say about changes or platforms. A secure way of proofing video footage or proofing edits is by way of either making private on a separate YOUTUBE CHANNEL( private ) and sending along the link, or sending via WETRANSFER.COM, the complete file so the edit/footage can be viewed before final attempts are made and or directed to post or burn. 3) PROJECT SCHEDULE Project scheduling would be arranging for the production at hand either as sole producer and working with others, or shoot, edit and post myself. Turnaround time could be same day, next day or as desired by the City, or for use by City Council b- roil. (4) 4) SPECIFIC TASKS Requirements would be to establish a good communications strategy throughout the project process, including using texting from Consultant to PM as information or facts may change. Also, setting mini-deadlines to check how a project is progressing. D. STAFFING Matt Liffreing ( Principal ) 20321 Tidepool Ct#202 Huntington Beach, CA (714) 293.2120 Comm369@aol.com Camera. Editor.Voice. Graphics. Producer. Social Media Owner/Operator—Marketworks or Marketworks Video Brief bio/Resume' (Video: How I got Here—4,F.Thumbdrive) Background: Born 1963 in Las Vegas, Nevada Established into Huntington Beach in 1973 and first acted in a HB Parks& Recreation talent show at College View Elementary, 1974 doing impressions and comedy Two Children: Ilyse, 27 and Jared, 26 Came into the City of Huntington Beach by being noticed on the Rogers Cablesystems show local Cable Update ( 1982 —1988) and was hired after Golden West College and Broadcasting Trade School , by Public Information Officer, Bill Reed to conduct HB City Council Candidate interviews in 1986. Dan Foote 1403 B Superior Avenue Newport Beach, CA 92663 (949) 296.5466 Dan@verbtv.com Camera. Edit.Voice. Bio/Resume' Brand Manager, Innocean Worldwide—Client Hyundai Co-Owner/Operator,Verb Surf Television Dan is an experienced media professional with over 10 years of video and digital production with content creation, including shooting, editing and voice work. Dan has collaborated with Marketworks for many years and is familiar with the Huntington Beach Community. (5) Joe Anello 428 11th Street#C Huntgington Beach, CA 92648 (714) 350.1725 Aerial Photography.Videography Bio/Resume' Real Estate Broker/Professional Drone Operator, Pilot Joseph is a 5 -year experienced & Licensed UAV drone pilot (CERT#4101295) and has been working within the Event and Real Estate markets since Aerial photography became a popular vehicle to use. A 45 Year resident of Huntington Beach, Mr. Anello's professional experience includes Surf City Marathon, Star Real Estate, C-21 Realty, and Toyota of Huntington Beach, along with capturing footage for Surf City Highlights. E. QUALIFICATIONS I believe that my company Marketworks is qualified as a respondent to the technical requirements outlined based upon my over 30 years in the marketplace and having used and or demonstrated the technical competency within this timeframe and experience of getting projects completed. More specifically, I have produced, managed, and or captured and edited to a final edit, using: • HD Shooting: Event-style camera ( Canon XF 205 ) and Longer Form Recording (Canon Cinema Line: C100, MARK II ) with upgrades coming. These cameras and more are owned, not rented and are secured with membership in the Canon Professional Services division for proper handling of repair, loan or replace. • Voice over talent:The use of Male, Female or bilingual talent is and has been available; recording software with knowledge of recording techniques and applications that cover the many dynamics of recording (basically to make it sound good.) • Video Editing: Create edits using supplied content or original content is imported through Final Cut Pro with many levels of output to better correspond with either online posts or television cablecasts. • Music Licensing: Over 12 years of applied experience with music libraries like Warner/Chappell and or Google Music or work with local artists/musicians. • Animation/Motion Graphics:The use and knowledge of creating text, artwork or other that reflects motion on the screen through applications within the Final Cut Pro software ( MOTION APPLICATION) (4.F Thumb Drive ATTACHED) (6) • Social Media: Regularly have posted video edits online across platforms noting the on-going trends, this includes YOUTUBE ( sharing and or posting links, building out descriptions, etc.) and Facebook, Facebook Live, and Instagram. • Short and long version programming: Over 30 years of associate producing, producing and creating entire content of hours ( Centennial Surf City Highlights, Mayor Town Hall) 30-minutes (Surf City Highlights &Surf City Highlight edits broken down to post individually online which are between 1:20—3:00 minutes in Length; Heartbeat of Huntington Beach)to short version or :30 second promotional spots like the most recently shot and edited American Legion Post 133 Resource Center clips to the earlier "Don't Call 911"41h of july spots on behalf of the Huntington Beach Police Department. • VLOG: A series of short videos based around a same-like subject. Can be cell phone or more defined fixed camera approach (SUPPLIED THUMB DRIVE) • Closed Captioning: Embedded now in most major editing software programs (4.F Thumb Drive Attached) 1) KEY STAFF/PERSONNEL Matt Liffreing—Content Creator—More Recent Work 20321 Tidepool Ct#202 HB CA 92646 714.293.2120 Comm369@aol.com Marketworks or Marketworks Video • Producer,The Heartbeat of Huntington Beach 2018 - Present o Shoot, write, edit, coordinate & schedule workflow for talent, guests; record voice overs and deliver final edit for posting and DVD burn hand in • Producer, On-Call Requests as needed 2014- Present o Shoot, write, edit, coordinate & schedule workflow for talent, guests; record voice overs and deliver final edit for posting and DVD burn hand in —Same Day or following day post or as directed • Producer, HB Business News,Weekly Edit 2010- Present o Shoot, write, edit, coordinate & schedule workflow for talent, guests; record voice overs and post final edit • Producer, Surf City Highlights 2008-Present o Shoot, write, edit, coordinate & schedule workflow for talent, guests; record voice overs and deliver final edit for posting and DVD burn hand in (7) Dan Foote—Camera. Editor. Voice. 1403 B. Superior Ave. NP, CA 92663 (949) 296.5466 Dan@verbtv.com • Camerman/Editor JULY 2015 & 2016 o Provided footage of the US Open to be used in a later Surf City Highlights • Camerman/Editor October 2014 o Covered Surfboards on Parade at the Waterfront Beach Resort; Shot video and asked for comments from key people; turned in raw footage over to the producer for a later Surf City Highlights program. • Camerman/Editor June 2014 o Provided edited footage for a total of 6 "Surf Scene" programs which ran on HBTV 3 and produced by Matt Liffreing and featured Peter"PT"Townend. Public Service Announcements were added that highlighted ocean safety tips by the HB Lifeguards; shot and edited by Matt Liffreing Joe Anello—Aerial Photography.Videography 428 11th Street#C HB, CA 92648 (714) 350.1725 • Aerial Photography/Videography 2016- Present o Provided aerial raw footage as a licensed UAV Drone Pilot (CERT #401295) of a host of events such as the NCSFest, Big Board World Record, Big Board Unveiling, Circle of Honor, Fourth of July, Cars 'N Copters, Civil War Days, Central Park. 2) DEMONSTRATED CAPABILITY From the beginnings of the first HB City Council Candidate Interviews ( On Camera Interviewer 1986 & 1988, etc.) through to the original Made in Huntington Beach Series(Associate Producer, Writer and Interviewer, Voice Over/Host; Establish 1992) to Surf City Highlights ( Host, Writer, Shooter, Producer, Editor, Social Media, 2008- Present), I've been able to blend and use many production elements and adapted to new technologies and in-field techniques to better serve the City of Huntington Beach. (8) 3) REFERENCES City of Huntington Beach—Cathy Green, Fmr. City Councilwoman & Mayor, Originator ( LETTER ATTACHED ) Surf City Highlights—A monthly%2 Hour program showing the highlights from events of our community; 2008-Present Julie Toledo, Public Community Relations Officer(714) 536.5577; Julie.toledo@surfcity-hb.org HB Downtown Business Improvement District (BID) BID Spots &Video Messaging—Shot, directed & edited over 130 BID Member "Spotlights" as well as shot & edited positive messaging videos and posted all on Social Media platforms; March 2016—June 2018 Susan Welfringer, BID Manager, (714) 809-3521; Sue@welfringer.com HB Community Services Dept. Rec Report—Shot, directed talent &edited stand-alone segments and part of Surf City Highlights; to promote awareness of programs, events and services of Community Services. Rec Report won CPRS Marketing and Communications Award of Excellence: Digital Media, March 11, 2016 July 2015—May 2018 Chris Slama, Community Services Mgr. (714) 536.5495 cslama@surfcity-hb.org Huntington Beach Council on Aging ( LETTER ATTACHED ) Volunteers—Promoting all of what the volunteers do for HBCOA May 2017-June 2017 Promo Video—Highlighting Senior Services in Huntington Beach November—December 2010 Senior Services—Highlighting Senior Services at Rodgers Senior Center March 2010 Beth Hambelton, HBCOA President, c/o Memorial Care (714) 378.5531 Bhambelton@memorialcare.com (9) Ocean View School District ( LETTER ATTACHED; Exhibit ) Holiday Message—OVSD Superintendent gives a Holiday message December 2017 Back to School—Video promoting the new school year J U N E 2017 Middle School Promo—Overview of those schools that make up OVSD February 2017 Holiday Message—OVSD Superintendent gives Holiday message December 2016 Welcome to the New OVSD—Introduction to the changes of the District October 2016 Julie Jennings, Public Information Officer, (714) 847.2551, Ext. 1313 jjennings@ovsd.org City of Fountain Valley (LETTER ATTACHED ) Fountain Valley State of the City—A trip around the City with Mayor John Collins November 2008 Ray Kromer, Fmr. City Manager, (714) 329.6669 Ravkromer@cox.net John Collins, Fmr. FV Councilman & Mayor, (714) 330.7703 Supervisor Jim Silva (LETTER ATTACHED ) The Silva Update—Producer of quarterly production that focuses on the issues of the Second Supervisorial District with host,Jim Silva. (Time Warner Cable) 2004-2006 Jim Silva, Fmr. Orange County Board of Supervisor, State Assemblyman (562) 593.3688; Cell (714) 642.9460 Jwsilva67@yahoo.com (10) F. Work Samples/Portfolio (Supplied Thu mbdrive ) o How did 1 get to be here(Professional Background) o Closed Captioning: HBFD Smoke House o Animation/Motion Graphics: HBee, UFC GYM Anniversary, HH Jr. Etiquette, Vans US Open o Short Programming:American Legion Veterans Resource Center, Corgella on the Beach, Kaboom, Soroptimist Day of Empowerment, Surf City 3 Station ID(NEW SPEC AD), Surf City Marathon Promo—Behind the Scenes o Long Programming: HB Laughs&Songwriter Spotlight(NEW SPEC AD); Heartbeat of Huntington Beach o Example of Diversity: one event, three different edits(Newsy. Vlog-Style, Musical) o Facebook(Taste of Huntington Beach) Facebook Live:Zombies, Election Note:EXAMPLES OF MUSIC AND SFX.ARE FOUND THROUGHOUT WORK SAMPLES G. Fee Proposal/Per Hour as requested HD Shooting—Short and or Long version programming ■ $75.00-$125.00 on location/Per Camera - $55 in studio Camera Operator Video Editing $65.00-$85.00 Voice Over Talent ■ $50.00-$70.00 Closed Caption Capability ■ $65.00-$85.00 Animation/Motion Graphics ■ $65.00-$85.00 Social Media ( Direct record or post edited videos ) ■ No Charge for posting & description from Marketworks' edits ■ $50.00 Record Live or taped on location (11) EXHIBIT"A" A. STATEMENT OF WORK: Perform production duties as set forth by the Office of the City Manager, other entities assigned. A large cross-over production capability is provided within whatever the needs of the project are and the deadline for final edit. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES Depending upon the specific needs of a project, overall, I find my responsibility to guarantee a smooth production process including a final edit. The production may require the coordination of guests, On- Camera Talent, experts in the field of the project; also acquiring graphics, pictures, or other, to determine viability of quality of use with permission of use and further facilitate the production. Additionally, to verify facts, time of day scheduling, rectify any technical issues while always providing sensitivity toward subject matter, that may have interaction with City policies or procedures, other City or governmental staff spokespeople, etc. To load/import video for editing software and to do so with outline, script or to take sole directorship of the project. Import all aspects and pieces that may adapt well with the edit and or with music, sound effects, other graphics, animation, etc. Record voice over talent as needed. Show proof of work/edit and then make changes accordingly, if needed - all within a timely manner. Post as directed. Burn to DVD, if needed. C. CITY'S DUTIES AND RESPONSIBILITIES The path to an edit is a clear understanding from the beginning as to the vision and or scope of the project, especially if this is a new and fresh idea—so we hit the mark the first time. I'm sure from the City side, I will be provided with that project concept as best as possible, complete with as many details as possible. If this is a field shoot, suggestions as to who to contact and or interview is very helpful. Parking and event access may just be an issue because of equipment being used, and that arrangement sometimes is best coming as a request from the City and followed up by Marketworks. D. WORK PROGRAM/PROJECT SCHEDULE Establish reasonable but a timely timeline of expectations and deadlines.This will ensure with Staff and needed personnel a transparent workflow to success. OFFICERS • First Vice President CATHY GREEN S�tlr,E 9i3 ORANGE COUNTY WATER DISTRICT aQANuE ccu TN'S ra=ouNcivvArr.R AUTHOR 7r May 23, 2019 To whom it may concern: It is my sincere pleasure to endorse Matt Liffreing who was and continues to be instrumental in the production of"Surf City Highlights". A program designed originally to showcase our community events, people and notable moments of history for the City of Huntington Beach. His program helps to tie us together as community. As a council person and former mayor, I suggested we start a program to highlight all the wonderful volunteers that make Huntington Beach so special. Matt brings the "Highlights" to us every month. I fully recognized the valuable contributions Matt is making to enhance the image of the city of Huntington Beach. And now as first Vice President of the Orange County Water District I am able to see Matt's valuable contributions from a private citizen perspective, His talents have grown along with our Community and I know many others value his commitment. He has always brought in his productions below market rates and in a timely manner. Matt can capture events that people have worked so hard on in a very positive manner, so everyone can experience the event whether they were there or not. Through these "Highlights" we see how vibrant our community is. Additionally, I am aware of the many community and City of Huntington Beach programs Matt has been a part of for so many years, including Election night interviews and many others. In conclusion I do not hesitate to recommend Matt Liffreing for the position of On call Video Production Services. If you have any questions about my recommendation, please contact me at 714-321-0522 or ctpgreenCa,ocwd.com. Sinc,efely, Cathy Green P0 Box 8300 18700 fi Fountain Valley,CA 00 Fountain Valley,CA 92708 HBCOA Huntington&Kxh CC ONCiL CAN ACANG 13041 GOLDENWEST STREET • HUNTINGTON BEACH,CA 92648 714174.1524 City of Huntington Beach 2000 Main St., Huntington Beach CA 92648 To Whom it may concern: May 15, 2019 The Huntington Beach Council on Aging (HBCOA) board of directors would like to share our support for Matt Liffreing. Matt's dedication toward the City, its Seniors and the vital resources provided through Senior Services is evidence in the many wonderful Surf City Highlights he has produced that feature HBCOA events such as the Annual On Course Golf Tournament and the Annual Senior Saturday Community Festival, both of which raise funds to support senior services in Huntington Beach. He has captured classes, events and the roll out of the new Senior Center in Central Park as well. Matt has done quality work in showcasing the many positive aspects of our Senior community and those all-important event sponsors. When the HBCOA needed to make stand-alone videos, we interviewed and subsequently hired Matt_ Matt worked well with the HBCOA committee, senior center staff and volunteers in Transportation, Home Delivered Meals, and more. HBCOA's positioning today is much improved thanks to the great work Matt produced for us. We also appreciate the visual messaging Matt continues to produce for HB residents and surrounding communities. Going forward, we hope that Matt will continue the messaging he has come to know well. We recommend to the City of Huntington Beach that Matt Liffreing strongly be considered for any future videotaping, editing and or direction, given his expertise, quality work, institutional knowledge and good spirit. Kind regards, Beth Hambelton, HBCOA President, On behalf of the HBCOA Board of Directors Huntington Beach Council on Aging www.HBCOA.org Tax I.D. #51-01 7943 1 s a Ocean View School District 17200 Pinshurst Lane, Superintendent Board Of Trustees Huntington Beach CA 92647 John Briscoe President Tel:714 847-2551 Carol Mansen,Ed.D. Gina Clayton Tarvin,Vice President T4uity and Fax:714 847-1430 Jack Souders,Clerk Web:www.ovsd.org Patricia Singer,Member Norm Westwell,Member May 16, 2019 To Whom It May Concern, RE: Matt Liffreing, Marketworks Video The Ocean View School District, which serves approximately 8,000 students in the Huntington Beach, Fountain Valley and Westminster communities and employs over 1,000 employees, has enjoyed a positive working relationship with Mr. Matt Liffreing for the past three years. Beginning in the fall of 2016, our District contracted with Mr. Liffreing for his video services, which included filming, editing, and producing several videos for our families and staff. I have enjoyed working with Mr. Liffreing during the filming process, and the final videos have been well-received in Ocean View. His work and interactions have always been professional, and I often see him working in the community at a variety of business events. Please feel free to contact me if you have any questions regarding Mr. Liffreing's video work in the Ocean View School District. I can be reached at (714) 847-2551, ext. 1309. Sincerely, Carol Hansen, Ed.D. Superintendent May 22, 2019 To Whom It May Concern: I had the pleasure of working with Matt Liffreing and his company Marketworks on a video project in November 2008. We created and filmed a video for the Fountain Valley State of the City presentation. As City Manager, my staff and I developed the concept, story line, and locations, we wanted to showcase. We had limited knowledge of how to actually produce and film our ideas. Matt was extremely instrumental in translating our concepts into a script, schedule, and direction that reflected our goals. This was all done in a three day taping schedule. Matt was very professional and personable during this project. The end result was outstanding and well received by our audience the citizens of Fountain Valley. Thus achieving our original goals. I would not hesitate to recommend Matt for any project. He fully understands the process and is good about implementing your ideas into your desired result. Sincerely, Ray Kromer Retired Fountain Valley City Manager 714-329-6669 Raykromer@cox.net Jim Silva 16541 Peale Lane Huntington Beach CA : 9'2649 Jwsilva67@yahoo.com 714. 4 .94 May 24,2019 Jennifer Anderson Buyer, Finance Department City of Huntington Beach Matt Liffreing worked>for me in my Orange County Board of Supervisors Office on a variety of assignments. Matt was a varied employee who needed little direction and was a self-starter. After I left the Orange County Board of Supervisors for the California State Legislature, Matt joined my Sacramento staff. At the County,Matt was a field representative working with the 11 cities I represented. In addition, Matt produced and directed my monthly TV show,the Silva Update. Under Matt's direction, my TV,program received many positive comments. As a daily routine,Matt attended community events on my behalf. Today, I still receive compliments on the professional treatment he extended to my constituents_ If l can be of any further assistance,please do not hesitate to contact me by email or cell phone. Sincerely, ell Jim Silva CITY OF HUNTINGTON BEACH RECEIVED Professional Service Approval Form APR 85 2019 ` PART I 'F6�ere r�..� �gpartment 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: 4) Check below how the services will be obtained: ® 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 Co Ce answer to this question is "No," the contract will require approval from the City Council.) ® Yes ❑ No Fiscal Services Manager Signature (Purchasing Approval) Efate 6) Amount, Business Unit(8 digits) and Object Code (5 digits) where funds are budgeted (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 $5Q000 $ $ $ $ $ $ $ $ $ $ $ Qax:�, �* 4-Z� 1 udget App v q Date Dep ment Head Signature(s) D to l9� 11 ief Fina I Officer Signature ate O,"4A_1� g-- &Ldl? ssistant City Manager's Signature at APPROVED �NIE ❑ City Manager's Signature Defte part 1 on call video production rfp REV: February 2015 CITY OF HUNTINGTON BEACH Professional Service Approval Form RECEIVED PART 11 UUL 0 3.2019 Finance Departpiqent Date: 7/3/2019 Project Manager: Antonia Graham / Requested by Name if different from Project Manager: Department: City Manager PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I& 11 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 x 5630) 3) Amount of this contract: $57GO&,ett 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 $ $ $ $ 4) Is this contract less than $50,000? ❑ Yes ® No 5) Does this contract fall within $50,000 and $100,000? ® Yes ❑ No 6) 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. partme t Head EYate Fiscal Servic nager(Purchasing) Date Budget Manager ignature Date v Chief Financia ignee) Signa u ate part 2 on call video production � p N N O lL �, c c o 0 N ..:`:N O O co v O O o 0 0 0 co Q N N O O O O m N m m y U Z m f0 y U 4.0 C C m N y m 0 O m m a Qy 'O '.O p1 m 2 C. y Q °o E 'o �- 6� caF m a�L) oU� y c C y Q C m A ¢ (D m , motm 0 0)J O m U m C L V Y� Eaa�io ¢y �¢ Ea c 0 c c F E E 22 o U m o U o 0 a m ¢mmu mmumou .�.,.� .;O O N O O O O O O 00 m V _+O o o c o O N o o 0 0 W O O V C N C N In 0 C C N 4 C,:m 0) C m �2 N m V l00 � U W ci Z W FO' W U ^� o C. � o c C cc� �p C c r- 7 O ' N O N N C C ' r ...7 m CD 7 m R n uo'i m N m c{ O OD co Q riOi E N CD w w Q w w n� N U O � U � ( C C m -V y V J 7 m m y ca y'O m Z IL J y ro c cc c V Ol m V umi E y !O m cmi co j O o c m p o C y N 3 l7 N F- ° c o `o E y o rn N m U V m2 m N C U m m d m N y m C d Z T E C V U m L m m (n Y E {0 C Z m O N m y C o y ?f0 U N C O a mWdC►�. °'•iCO�+: —Nym L- m .0 y y m aa 0 O O m LLUHn m C E rn o O 0 C O Um L o l0O c°i d rn n v c m m .;::�H H CJ Z d 0 co w a-cp of O m m rn rn m mmrnrn �; m; 0 0 0 0 O O O N O O O O N N O O N ' w N z In `1 z G I- ccooeo MMMMMvvv 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