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2017/10/04 Executive Video What's cooking Menifee video MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MENIFEE AND Executive Video This MEMORANDUM OF UNDERSTANDING is made and entered into this 4th day of October, 2017, by and between City of Menifee, a municipal corporation ("City") and the Executive Video ("EV") a California corporation. The City and EV occasionally herein are each individually referred to as "Party" and collectively as the "Parties". The Parties hereto agree as follows: RECITALS A. The City was incorporated effective October 1, 2008. B. EV works with a local community publication which aims at providing residents of Menifee with up to date news, information and articles covering various activities in Menifee. C. The City sees participation with EV for Healthy Menifee as a beneficial partnership for both business and residents in the City of Menifee D. EV finds the partnership and support of the Healthy Menifee Program and services to be a positive force and an advantageous opportunity enabling them to showcase their organization, services to the community, and the message they wish to spread throughout the Health and Wellness Community. E. The Parties desire to enter into an agreement of a formal public/private partnership for the benefit of the residents of the City of Menifee. NOW, THEREFORE, the Parties agree as follows: I. General. A. Recitals. All Recitals set out above are true and correct. B. Purpose and Understanding of the Parties. 1. The purpose of this Agreement is to create a relationship between the City and EV of a formal public/private partnership for the purpose of providing a service to the residents of the City of Menifee: C. Implementation. 1. Organizational Responsibility. EV agrees to: A. Assist with the recording of "What's Cookin Menifee" video podcast at pre-determined site and time at a local Menifee restaurant. i. Provide green screens, additional audio/lighting equipment (if other is needed than what is provided by the City of Menifee) and any other necessary equipment to make the recording of "What's Cookin' Menifee" successful. B. Mix, edit and consolidate footage recorded during the session. i. EV will have (14) business days in order to render footage to City staff for review and approval. ii. Approval of the video must come from City Coordinator, Supervisor, and Director. iii. EV agrees that up to (3) revisions can be made to their original edit to best suit the requests of the City. iv. EV will provide stock music, bubble pop ups and logos (provided by the City) throughout the finalized edit. C. Posting of video/footage obtained i. All raw/edited footage must be rendered to the City of Menifee via provided flash drives. ii. Edited videos must be in "MP4" or similar format city may utilize for posting. iii. EV agrees that no footage recorded for "What's Cookin Menifee" be streamed prior to City approval. iv. City owns all rights to all footage utilized in final format, draft format, and unused content. v. EV may post the completed/approved videos to their business sites/audience after the City has posted to their audience and added the video to the "Healthy Menifee" page on the website D. Conduct/Expectations i. All staff representing EV are expected to conduct themselves in a professional manner during recording. ii. At no time, may members of EV represent themselves as City of Menifee staff or expect any preferential treatment at events, programs or at any City of Menifee facility. D. City Agrees to: A. Provide Logistics/Reservations i. City will contact potential restaurants, obtain permission and provide all logistical planning in Executive Video October 2017 Page 2 order for filming to be successful for all organizations involved. B. Provide Editing/Review facility i. City will provide a room on one of their campuses (pending availability) for the EV team to work on mixing, editing and revisions to the content recorded during "What's Cookin Menifee" program not to exceed (25) twenty-five hours per week. EV will be able to edit "Menifee Weekly" during their usage of City facility. C. Equipment i. City will provide SD cards to EV for the storage of edited clips and videos as well as for raw footage. All SD cards must be rendered to the City of Menifee at the conclusion of the contract. D. Marketing/In Kind i. City will provide EV with a free promotional booth at the Fall Festival, Tree Lighting and Spring Fest events. ii. City will add EV logo to Healthy Menifee flyer, publications, tri-folds, etc. in order to highlight the partnership. **EV understands that scheduled component dates/times may change based on participant availability and other factors out of City control. 2. Updates and Payments. There will be no exchange of monetary funds from either party for the services rendered during the length of this agreement. E. Term. This Agreement shall be for six months (October 4, 2017 — March 27tn 2018) II. Termination This Agreement may be terminated with or without cause by either Party upon 21 days written notice. III. Representations, Warranties and Indemnification. A. Indemnification. To the fullest extent provided by law, EV shall indemnify, protect, defend, and hold harmless the City, its officers, employees, and agents from and against any and all claims, liability, costs, damages, penalties, losses and expenses, and any other actions, suits, legal or administrative orders or proceedings, demands or other liabilities resulting at any time from the activities set forth in Attachment A of this Agreement. Executive Video October 2017 Page 3 B. Survival. Notwithstanding any other provision of this Agreement, this Section II shall survive the termination of this Agreement. IV. Miscellaneous. A. General Provisions. This Agreement and all terms and conditions hereof shall be governed by and construed and enforced in accordance with the laws of the State of California, with venue in any action in the Superior Court of Riverside Chamber. Any term herein can be waived only by a written waiver signed by the Party against whom such waiver is to be asserted. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, and all of which, together, shall constitute one and the same instrument. B. Attorneys' Fees. In the event of litigation between the Parties hereto arising out of or in connection with this Agreement, the prevailing party shall, in addition to any other relief awarded by the court, be entitled to recover its costs and reasonable attorneys' fees as determined by the court. C. Notice. Any notice to be given hereunder shall be effective only when in writing and delivered to the Party to whom notice is being given personally, by fax or by mail, to the address set out below: To City: City of Menifee 29714 Haun Road Menifee, CA 92586 (951) 672-6777 (951) 679-3843 fax Attn: Ronald E. Bradley, Interim City Manager To EV: Executive Video 26025 Newport Rd #A437 Menifee, CA 92584 Attn: Ted Groves / Johnathan Carlson Either Party may change the place of notice to any other location by giving notice to the other. D. Amendment. This Agreement may only be amended by a document in writing signed by the Parties. E. Further Action. The Parties agree to and shall take such further action and execute and deliver such additional documents as may be reasonably required Executive Video October 2017 Page 4 to effectuate the terms and conditions of this Agreement and to the extent consistent with the terms hereof. F. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said party is bound. Executive Video October 2017 Page 5 MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MENIFEE AND Executive Video [Signature Page] Dated: CITY OF MENIFEE, a municipal corporation By: f d? Ronald E. Bradley, Interim City Manager Attes (- ,/�f//I,&�V" 5a ah Manwaring, City Cler APPROVED AS TO FORM: Jeff re etching, City tt rney Dated: 1113,,90/ 7 Executive Video., a California ` corporation By: Executive Video APPROVED AS TO FORM: Executive Video Executive Video October 2017 Page 6 Executive Video October 2017 Page 7