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HomeMy WebLinkAbout07-93 Resolution No. 07-93 RESOLUTION AUTHORT7ING EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT WITH BTE VIDEO, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED that Olufemi Folarin, City Manager, and Dolonna Mecum, City Clerk,be and are hereby authorized and directed to execute an agreement on behalf of the City of Elgin with BTE Video,Inc. for local programming,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: April 11, 2007 Adopted: April 11, 2007 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk PROFESSIONAL VIDEO PRODUCTION SERVICES AGREEMENT THIS AGREEMENT, made and entered into this 114) day of c I , 2007, by and between the CITY OF ELGIN, an Illinois municipal corpora ion (1CITY") and BTE VIDEO, INC., an Illinois corporation ("BTE"). WHEREAS, the CITY desires to engage BTE to furnish certain professional services in connection with the video production of bi-weekly and monthly public information programming highlighting special city events, city programs and services and other community events, including the video taping, editing and mastering the production for broadcast over the public, educational and governmental (PEG) programming cable television channels. NOW, THEREFORE, for and in consideration of the mutual undertakings as set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree that the City does hereby retain BTE to provide the video production services as described herein subject to the following terms and conditions to-wit: 1. SCOPE OF SERVICES A. All work hereunder shall be performed under the direction of the City Manager of the CITY, or his designee, herein after referred to as the "CITY MANAGER". B. BTE shall provide professional services in connection with the video production of bi-weekly and monthly public information programming highlighting special city events, city programs and services, interviews with elected officials, and other community events, including the video taping, editing and mastering the production for broadcast over the public, educational and governmental programming cable television channels ("PROJECT"). The content of the bi-weekly and monthly public information programs created under the PROJECT shall be as determined by the CITY's Public Information Office (PIO) in its sole discretion. C. BTE shall provide the PIO with proposed outlines and scripts for any public information program created under the PROJECT not less than two (2) weeks prior to the public information program's initial airing date and before commencing any video recording. BTE shall commence video recording for any public information program created under the PROJECT only after first receiving approval from the PIO. D. BTE shall provide the PIO with a fully produced and completed public information program created under the PROJECT not less than five (5) days prior to the public information program's initial airing date. The PIO may request BTE to edit, revise or record new video content for any such fully produced and completed public information program created under the PROJECT prior to the program's initial airing date. E. The 2007 production schedule for the bi-weekly public information programming created under the project shall produce not less than twenty-three (23) bi-weekly public information programs. Subsequent showings (reruns) of the bi-weekly public information programming created under the project shall be determined at the sole discretion of the PIO F. The 2007 production schedule for the monthly public information programming created under the project shall produce not less than eleven (11) monthly public information programs. Subsequent showings (reruns) of the monthly public information programming created under the project shall be determined at the sole discretion of the PIO. BTE shall be solely responsible for contacting the secretary of the CITY's mayor to schedule interview times for the Wednesday productions. 2. BTE WORK PRODUCTS All work products prepared by BTE pursuant to this Agreement, including, but not limited to, video recordings, reports, designs, calculations, work drawings, studies, photographs, models and recommendations and any and all rights thereto shall be the sole property of the CITY and shall be delivered to the CITY upon request of the CITY MANAGER, and may be used, reused, edited, altered, reproduced, broadcast, rebroadcast, displayed or used in any other matter in the sole and absolute discretion of the City. 3. PAYMENTS TO BTE A. The CITY shall reimburse BTE for services, cost and expenses under this Agreement in the amount of two thousand, one hundred and 00/100 dollars ($2100.00) for each video production of the bi-weekly public information program as described in Section 1 of this Agreement, regardless of actual costs incurred by BTE unless SUBSTANTIAL modifications to the project are authorized in writing by the CITY MANAGER. B. The CITY shall reimburse BTE for services, cost and expenses under this Agreement in the amount of four hundred twenty and 00/100 dollars ($420.00) for each video production of the monthly public information program as described in Section 1 of this Agreement, regardless of actual costs incurred by BTE unless SUBSTANTIAL modifications to the project are authorized in writing by the CITY MANAGER. B. The CITY shall make monthly payments to BTE based upon each completed video production within 30 days after receipt and approval of invoice. Said periodic payments to BTE shall not be made until the task is completed and accepted by the CITY MANAGER. 4. INVOICES BTE shall submit invoices in a format approved by the CITY. - 2 - • 5. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof, the CITY may terminate this Agreement at any time upon fifteen (15) days prior written notice to BTE. In the event that this Agreement is so terminated, BTE shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination. It is expressly agreed and understood by the parties to this Agreement that if BTE does not utilize Jeff Meyers as the host of the public information programs created under the PROJECT, the CITY may terminate the Agreement at any time upon three (3) days prior written notice to BTE. 6. TERM This Agreement shall become effective as of the date BTE is given a notice to proceed and, unless terminated for cause or pursuant to Article 5, shall be deemed concluded upon the completion of the final bi-weekly public information program created under the project during 2007, but in no event later than December 31, 2007. A determination of completion shall not constitute a waiver of any rights or claims that the CITY may have or thereafter acquire with respect to any term or provision of the Agreement. 7. NOTICE OF CLAIM If BTE wishes to make a claim for additional compensation as a result of action taken by the CITY, BTE shall give written notice of his claim within 15 days after occurrence of such action. No claim for additional compensation shall be valid unless so made. Any changes in BTE's fee shall be valid only to the extent that such changes are included in writing signed by the CITY and BTE. Regardless of the decision of the CITY MANAGER relative to a claim submitted by BTE, all work required under this Agreement as determined by the CITY MANAGER shall proceed without interruption. 8. BREACH OF CONTRACT If either party violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the other party has the right to seek such administrative, contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if either party, by reason of any default, fails within fifteen (15) days after notice thereof by the other party to comply with the conditions of the Agreement, the other party may terminate this Agreement. 9. INDEMNIFICATION To the fullest extent permitted by law, BTE agrees to and shall indemnify, defend and hold harmless the CITY, its officers, employees, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attorneys fees, damages or other relief, including but not limited to workers compensation claims, in any way resulting from or arising out of negligent actions or omissions of BTE in connection herewith, including negligence or omissions of employees or agents of BTE arising out of the performance of this Agreement. In the event of any action against the CITY, its officers, employees, agents, boards or commissions, covered by the foregoing duty to indemnify, defend and hold harmless such action shall be defended by legal counsel of the - 3 - • CITY's choosing. The provisions of this paragraph shall survive any completion, expiration and/or termination of this agreement. 10. NO PERSONAL LIABILITY No official, director, officer, agent or employee of the CITY shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 11. INSURANCE A. Comprehensive Liability. BTE shall provide, pay for and maintain in effect, during the term of this Agreement, a policy of comprehensive general liability insurance with limits of at least S1,000,000 aggregate for bodily injury and $1,000,000 aggregate for property damage. BTE shall deliver to the CITY MANAGER a Certificate of Insurance naming the CITY as additional insured. The policy shall not be modified or terminated without thirty (30) days prior written notice to the CITY MANAGER. The Certificate of Insurance which shall include Contractual obligation assumed by BTE under Article 10 entitled "Indemnification" shall be provided. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. There shall be no endorsement or modification of this insurance to make it excess over other available insurance, alternatively, if the insurance states that it is excess or prorate, it shall be endorsed to be primary with respect to the CITY. B. Comprehensive Automobile Liability. Comprehensive Automobile Liability Insurance covering all owned, non-owned and hired motor vehicles with limits of not less than $500,000 per occurrence for damage to property. C. Combined Single Limit Policy. The requirements for insurance coverage for the general liability and auto exposures may be met with a combined single limit of $1,000,000 per occurrence subject to a $1,000,000 aggregate. 12. NONDISCRIMINATION In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. - 4 - • No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, national origin, age except minimum age and retirement provisions, marital status or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the CITY. 13. ASSIGNMENT AND SUCCESSORS This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment shall be made without the prior written consent of the CITY. 14. DELEGATIONS AND SUBCONTRACTORS Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and BTE shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that BTE would have been obligated if it had done the work itself and no assignment, delegation or subcontract had been made. Any proposed subcontractor shall require the CITY's advanced written approval. 15. NO CO-PARTNERSHIP OR AGENCY This agreement shall not be construed so as to create a partnership, joint venture, employment or other agency relationship between the parties hereto. 16. SEVERABILITY The parties intend and agreed that, if any paragraph, sub-paragraph, phrase, clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 17. HEADINGS The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to define, limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 18. MODIFICATION OR AMENDMENT This Agreement and its exhibits constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof, or change order as herein provided. - 5 - 19. APPLICABLE LAW This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 20. NEWS RELEASES BTE may not issue any news releases without prior approval from the CITY MANAGER, nor will BTE make public proposals developed under this Agreement without prior written approval from the CITY MANAGER prior to said documentation becoming matters of public record. 21. COOPERATION WITH OTHER CONSULTANTS BTE shall cooperate with any other consultants in the CITY's employ or any work associated with the PROJECT. 22. SEXUAL HARASSMENT As a condition of this contract, BTE shall have written sexual harassment policies that include, at a minimum, the following information: A. the illegality of sexual harassment; B. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; D. the vendor's internal complaint process including penalties; E. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; F. directions on how to contact the department and commission; G. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon its request (775 ILCS 5/2-105). 23. WRITTEN COMMUNICATIONS All recommendations and other communications by BTE to the CITY MANAGER and to other participants that may affect cost or time of completion shall be made or confirmed in writing. The CITY MANAGER may also require other recommendations and communications by BTE be made or confirmed in writing. - 6 - • 24. NOTICES All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: As to CITY: As to BTE: Ms. Sue Olafson Mr. Michael A. Dimiceli Public Information Officer BTE Video, Inc. City of Elgin 39W907 Bowes Road 150 Dexter Court Elgin, IL 60123-1394 Elgin, IL 60120-5555 The parties hereto have entered into and executed this agreement on the date and year first written above. CITY OF ELGIN BTE VIDEO, INC. By .16k. _ By, an ger Attest: Are.49-x.v—ta. City Clerk FALegal Dept\Agreement\BTE Video-07.doc - 7 - Agenda Item No. C-2) 0 0. City of Elgin • 411, 4*- January 29, 2007 TO: Mayor and Members of the City Council FROM: Olufemi Folarin, City Manager Susan Olafson, Public Information Officer Karla Persky, Cable Production Specialist SUBJECT: Local Programming Agreement for Professional Services with BTE Video, Inc. PURPOSE The purpose of this memorandum is to provide the Mayor and Members of City Council with information to consider an exception to the procurement ordinance for professional services with BTE Video, Inc. through December 31, 2007. RECOMMENDATION It is recommended that the City Council approve an agreement for a local programming with BTE Video Inc. in the amount of$55,440. BACKGROUND The City Council first approved an agreement with BTE Video, Inc. in December, 2004, and launched its government access programming endeavors with two shows on Elgin's Channel 17 in January, 2005. Those two shows, Elgin Today and Elgin Up Close, feature long-time Elgin on-air personality Jeff Myers who showcases the happenings within the City in a bi-weekly, news magazine format. BTE with Jeff Myers has routinely provided the City these shows per contract for the last two years. Anecdotally, Elgin Today and Elgin Up Close are programs the community appreciates and enjoys. Residents expect to see Jeff Myers at major City functions with many Elginites calling to request his attendance at events. While there is virtually no way to accurately measure the market share of these programs, Elgin Today and Elgin Up Close are programs of which residents identify and have come to expect. For this reason, it is requested that Council consider a 12-month exception to the procurement ordinance. The BTE Video Inc. contract would then expire December 31, 2007. Staff will issue an RFP for production services for these two shows before the year's end. . , ' BTE Video and Local Programming r December 10, 2004 Page 2 BTE Video Inc.'s initial two-year contract was for $52,800 annually. BTE Video is requesting a five-percent cost of living adjustment retroactive to Jan. 2007 for a total of$55,440. It should be noted that the City Council recently approved an addendum to the Elgin Image Commission's mission to include the enhancement of government access programming on Channel 17. The Image Commission has created a sub-committee that is currently developing policies and procedures for the station. Until these polices and procedures are in place, it is also of great interest to maintain programming status quo. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED The Image Commission and the Enhancing Channel 17 Sub-Committee. Dig___ FINANCIAL IMPACT Sufficient funds are budgeted in the 2007 Budget, General Fund, account number 010-0302- 711.30-99 ($170,000) and available ($163,522) to enter into an agreement with BTE Video in the amount of$55,440. r\VGAL IMPACT The agreement would require an exception to the procurement ordinance. ALTERNATIVES 1. The Council may choose not approve the exception to the procurement ordinance with BTE Video Inc. 2. The Council may choose to approve the exception to the procurement ordinance to retain BTE Video Inc. Respectfully submitted for Council consideration. S O/kp r