Loading...
HomeMy WebLinkAbout12-0227 Hudson Productions �a- oaa4 AGREEMENT THIS AGREEMENT is made and entered into thi�'2 day of February,2012,by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY") and Hudson Productions(hereinafter referred to as "CONSULTANT"). WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain professional services in connection with(hereinafter referred to as the "PROJECT");and WHEREAS,the CONSULTANT represents that it is in compliance with Illinois Statutes relating to professional registration of individuals and has the necessary expertise and experience to furnish such services upon the terms and conditions set forth herein below. NOW,THEREFORE,it is hereby agreed by and between the CITY and the CONSULTANT that the CITY does hereby retain the CONSULTANT for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged to perform the services relating to the PROJECT as described herein, subject to the following terms and conditions and stipulations,to-wit: 1. SCOPE OF SERVICES A. All work hereunder shall be performed under the direction of the City Manager of the CITY,herein after referred to as the"DIRECTOR". B. The CONSULTANT shall perform and provide the services for the PROJECT as outlined in the City of Elgin Proposal for Riverside Drive Promenade and ArtSpace Documentaries prepared by the CONSULTANT attached hereto as Exhibit A and incorporated herein by this reference. 2. SCHEDULE AND PROGRESS REPORTS A. The CONSULTANT shall perform the services for the PROJECT according to the schedule as outlined in Exhibit A hereto. B. The CONSULTANT will submit to the DIRECTOR monthly a status report keyed to the project schedule. A brief narrative will be provided identifying progress, findings and outstanding issues. 3. WORK PRODUCT All work product prepared by the CONSULTANT pursuant hereto including, but not limited to, reports, plans, designs, calculations, work drawings, studies, photographs, models and recommendations shall be the property of the CITY and shall be delivered to the CITY upon request of the DIRECTOR; provided, however, that the CONSULTANT may retain copies of such work product for its records. CONSULTANT'S execution of this Agreement shall constitute CONSULTANT'S conveyance and assignment of all right, title and interest, including but not limited to any copyright interest, by the CONSULTANT to the CITY of all such work product prepared by the CONSULTANT pursuant to this Agreement. The CITY shall have the right either on its own or through such other consultants as determined by the CITY to utilize and or amend such work product. Any such amendment to such work product shall be at the sole risk of the CITY. Such work product is not intended or represented to be suitable for reuse by the CITY on any extension to the PROJECT or on any other project, and such reuse shall be at the sole risk of the CITY without liability or legal exposure to the CONSULTANT. 4. PAYMENTS TO THE CONSULTANT A. For the services provided by the CONSULTANT pursuant to this Agreement, the total fee shall not exceed $16,000 regardless of the actual time expended or actual costs incurred by the CONSULTANT. There are no reimbursable expenses or costs to be paid to the CONSULTANT. B. An initial payment of$4,000 shall be made upon execution of the agreement, thereafter, the CITY shall make periodic payments to the CONSULTANT based upon actual progress within thirty (30) days after receipt and approval of invoice. Full payments for each task shall not be made until the task is completed and accepted by the DIRECTOR. 5. INVOICES A. The CONSULTANT shall submit invoices in a format approved by the CITY. Progress reports (2B above)will be included with all payment requests. B. The CONSULTANT shall maintain records showing actual time devoted and cost incurred. The CONSULTANT shall permit the authorized representative of the CITY to inspect and audit all data and records of the CONSULTANT for work done under this Agreement. The CONSULTANT shall make these records available at reasonable times during the Agreement period and for one(1)year after termination of this Agreement. 6. 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 the CONSULTANT. In the event that this Agreement is so terminated,the CONSULTANT shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination, except that reimbursement shall not exceed the task amounts set forth under Paragraph 4 above. 7. TERM This Agreement shall become effective as of the date the CONSULTANT is given a notice to proceed and, unless terminated for cause or pursuant to Paragraph 6, shall be deemed concluded on the date the CITY determines that all of the CONSULTANT's work under this Agreement is completed. A determination of completion shall not constitute a waiver of any rights or claims which the CITY may have or thereafter acquire with respect to any term or provision of this Agreement. 8. NOTICE OF CLAIM If the CONSULTANT wishes to make a claim for additional compensation as a result of action taken by the CITY, the CONSULTANT shall give written notice of his claim within fifteen (15) days after occurrence of such action.No claim for additional compensation shall be valid unless so made. Any changes in the CONSULTANT's fee shall be valid only to the extent that such changes are included in writing signed by the CITY and the CONSULTANT.Regardless of the decision of the DIRECTOR relative to a claim submitted by the CONSULTANT, all work required under this Agreement as determined by the DIRECTOR shall proceed without interruption. 9. 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. Notwithstanding the foregoing, or anything else to the contrary in this Agreement, with the sole exception of an action to recover the monies the CITY has agreed to pay to the CONSULTANT pursuant to Paragraph 4 hereof, no action shall be commenced by the CONSULTANT against the CITY for monetary damages. CONSULTANT hereby further waives any and all claims or rights to interest on money claimed to be due pursuant to this Agreement, and waives any and all such rights to interest which it claims it may otherwise be entitled pursuant to law,including,but not limited to,the Local Government Prompt Payment Act(50 ILCS 50 111, et seq.), as amended, or the Illinois Interest Act(815 ILCS 205/1, et seq.), as amended. The parties hereto further agree that any action by the CONSULTANT arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time-barred. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 10. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT 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 the CONSULTANT in connection herewith, including negligence or omissions of employees or agents of the CONSULTANT 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 CITY's choosing. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 11. 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. 12. INSURANCE A. Comprehensive Liability. The CONSULTANT 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 $1,000,000 aggregate for bodily injury and $1,000,000 aggregate for property damage. The CONSULTANT shall deliver to the DIRECTOR 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 DIRECTOR. The Certificate of Insurance shall include the contractual obligation assumed by the CONSULTANT under Paragraph 10 entitled "Indemnification". This insurance shall be primary and non-contributory 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. 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 bodily injury and/or property damage. 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. D. Professional Liability. The CONSULTANT shall carry CONSULTANT's Professional Liability Insurance covering claims resulting from error, omissions or negligent acts with a combined single limit of not less than $1,000,000 per claim. A Certificate of Insurance shall be submitted to the DIRECTOR as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30) days prior written notice to the DIRECTOR. 13. INTENTIONALLY OMITTED 14. 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. 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. 15. 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. 16. DELEGATIONS AND SUBCONTRACTORS Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and the CONSULTANT shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that the CONSULTANT 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. • 17. 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. 18. 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. 19. 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. 20. MODIFICATION OR AMENDMENT This Agreement and its attachments 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. 21. 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. 22. NEWS RELEASES The CONSULTANT may not issue any news releases without prior approval from the DIRECTOR, nor will the CONSULTANT make public proposals developed under this Agreement without prior written approval from the DIRECTOR prior to said documentation becoming matters of public record. 23. COOPERATION WITH OTHER CONSULTANTS The CONSULTANT shall cooperate with any other consultants in the CITY's employ or any work associated with the PROJECT. 24.INTERFERENCE WITH PUBLIC CONTRACTING The CONSULTANT certifies hereby that it is not barred from bidding on this contract as a result of a violation of720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 25.SEXUAL HARASSMENT As a condition of this contract, the CONSULTANT 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 c opy of the policies shall be provided by CONSULTANT to the Department of Human Rights eP g upon request 775 ILCS 5/2-105. 26. WRITTEN COMMUNICATIONS All recommendations and other communications by the CONSULTANT to the DIRECTOR and to other participants which may affect cost or time of completion, shall be made or confirmed in writing. The DIRECTOR may also require other recommendations and communications by the CONSULTANT be made or confirmed in writing. 27. 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: A. As to the CITY: Sean R. Stegall,City Manager City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to the CONSULTANT: David A.Hudson D. Hudson Productions 164 Division Street, Suite 305-306 Elgin,Illinois 60120 28. COMPLIANCE WITH LAWS Notwithstanding any other provision of this AGREEMENT it is expressly agreed and understood that in connection with the performance of this AGREEMENT that the CONSUL T ANT shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, CONSULTANT hereby certifies,represents and warrants to the CITY that all CONSULTANT's employees and/or agents who will be providing products and/or services with respect to this AGREEMENT shall be legal residents of the United States. CONSULTANT shall also at its expense secure all permits and licenses,pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this AGREEMENT. The CITY shall have the right to audit any records in the possession or control of the CONSULTANT to determine CONSULTANT's compliance with the provisions of this paragraph. In the event the CITY proceeds with such an audit the CONSULTANT shall make available to the CITY the CONSULTANT's relevant records at no cost to the CITY. CONSULTANT shall pay any and all costs associated with any such audit. IN WITNESS WHEREOF,the parties hereto have entered into and executed this agreement effective as ofthe date and year first written above. CITY OF EL By: , _ ." can Stegall,City Manager Attest: City Clerk 0/10- a CONSULTANT: Hudson Productions. By: sN(Atelti(AVI (1\ David A. Hudson, Hudson Productions + Proposal for "Municipal Documentary Series" P- David A. Hudson, Director I D. Hudson Productions Understanding of Project It's understood that motion picture is a powerful way to affect tO emotions and ideas. I propose a video campaign of six 5-7 minute ,e videos to inform, educate, inspire and communicate the message ' of six departments within the municipality. These videos will reside .HUD ON . r' ' i : OM on the communities website, and or communities public channel. --�> " Deliverables • Create "script"with client • Create production schedule for shoot and edit • Three day shoot or 25 hours of production • Two man crew • Director and Production Specialist • Interviews and B-Roll • Up to five locations • Import into Final Cut on location before returning to studio • Up to 30 hours of editing • Create music and tiles, and use organizations logo • Have one watch through for edit notes with client • Deliver in the Quicktime format via Yousendit.com Basic Equipment • PANASONIC HVX 200 • Indie DOLLY kit • Tripod • Location Lights • FIELD AUDIO KIT Productions • Video 1. Fire Department 5-7 min $6,000.00...Jan 2012 • Video 2. 311 call center 5-7 min $2,000.00 (round 2 for this project) March 2012 • Video 3. Public Works 5-7 min $6,000.00 May 2012 • Video 4. River Street Promenade four (3-5 min) videos chronicling the process $8,000.00 Jan- Dec 2012 • Video 5. Art Space four(3-5 min) videos chronicling the process $8,000.00 Jan-Dec 2012 • Video 6. Holiday Video 5-7 min $6,000.00 December 2012 TOTAL$ 36,000.00 Relevant Directing Experience • City of Elgin departmental documentary series • Devine Color/Valspar infomercial • 48-Hour Short Film Project-"Undone" • General Electric's "What's Your Lighting Style?" campaign • Lynch2- Mail2 Campaign • Short Films - The Block, Before Spring Ends, Club 1868, Bittersweet, The Tunnel, B Movie Horror, The Sweet Spot, The Best Bad Day Ever, The Broom Closet Portal, Hero, Voices • Political video campaign for IL gubernatorial candidate, Bob Schillerstrom • Lemko.com video marketing campaign • Dealer Knows Consulting video marketing campaign • Elburn Co-Op marketing series and recruiting videos • Lynch 2 for Stabila marketing and informational videos • Judson University fundraising, recruiting and marketing videos Terms and Conditions: Terms 25% at signing and remainder of payments shall be made in Bi-Weekly payments with final being in Dec 2012. Turnaround: Videos shall be produced through out the year. Contact Information David A. Hudson D. Hudson Productions 164 Divisions Street Suite 305-306 Elgin, IL 60120 (847) 845-6333 www.dhudsonproductions.com www.facebook.com/D.HudsonProductions Thank you for your consideration. 13HUI)SONPRo DUCTIONS.00A1