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HomeMy WebLinkAbout21-126 Resolution No. 21-126 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH ONE SOURCE PRODUCTIONS, LLC FOR TV PRODUCTION PROGRAMMING AND VIDEO SERVICES 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 BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, be and is hereby authorized and directed to execute an Agreement on behalf of the City of Elgin with One Source Productions, LLC, for TV production programming and video services, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: August 25, 2021 Adopted: August 25, 2021 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk CITY OF ELGIN AGREEMENT FOR TV Production Programming, Video Services This Agreement is made and entered into this a5 day of August, 2021 by and between the City of Elgin ("the CITY"), a municipal corporation organized and existing under the laws of the State of Illinois, and One Source Productions, LLC incorporated in the state of Illinois and having a principal place of business at P.O. Box 861, Elgin, IL 60121 ("the CONTRACTOR"). ARTICLE I. DEFINITION. "THIS CONTRACT" as used herein shall mean this Agreement and all attachments hereto, including the "Video Programming Services Scope of Work," attached hereto and incorporated herein by this reference. The CONTRACTOR agrees to provide the goods and/or services all in accordance with THIS CONTRACT. ARTICLE II. SCOPE OF WORK. The CONTRACTOR shall provide video production services as outlined in Attachment A for twenty nine (29) Elgin Today programs for August 2021 through December 2023, inclusive one per month and video production services for the 2022 and 2023 Fourth of July Parade. The cost for such video production services shall be in accordance with the following schedule: 2021 (Aug-Dec) 2022 2023 Episode Cost Annual Episode Cost Annual Episode Cost Annual Monthly $3,415 $17,075 $3,517 $42,204 $3,623 $43,476 4th of July n/a n/a $3,134 $3,134 $3,228 $3,228 Contract Total 2021 Total $17,075 2022 Total $45,338 2023 Total $46,704 $109,117 The CITY will make payment on a monthly basis, as the programs are completed and an invoice for the same is received. ARTICLE III. DURATION. THIS CONTRACT shall commence effective August 1, 2021, and shall terminate on December 31, 2023, unless terminated sooner in accordance with the terms and provisions of THIS CONTRACT;" provided, however, that the CITY shall have the right, at its sole option, to renew this Agreement on for one (1) additional three-year term upon written notice to the CONTACTOR. ARTICLE IV. TERMINATION. The following shall constitute events of default under THIS CONTRACT: a) any material misrepresentation made by the CONTRACTOR to the CITY, b) any failure by the CONTRACTOR to perform any of its obligations under THIS CONTRACT including, but not limited to, the following: (i) failure to commence performance of THIS CONTRACT at the time specified in THIS CONTRACT due to a reason or circumstance within the CONTRACTOR's reasonable control, (ii) failure to perform THIS CONTRACT with sufficient personnel and equipment or with sufficient material to ensure the completion of THIS CONTRACT within the specified time due to a reason or circumstance within the CONTRACTOR's reasonable control, (iii) failure to perform THIS CONTRACT in a manner reasonably satisfactory to the CITY, (iv) failure to promptly re-perform within reasonable time the services that were rejected by the CITY as erroneous or unsatisfactory, (v) failure to comply with a material term of THIS CONTRACT, including, but not limited to the Affirmative Action requirements, and (vi) any other acts specifically and expressly stated in THIS CONTRACT as constituting a basis for termination for cause. The CITY may terminate THIS CONTRACT for its convenience upon fourteen (14) days prior written notice. ARTICLE V. DAMAGES. From any sums due to the CONTRACTOR for goods or services, the CITY may keep for its own the whole or any part of the amount for expenses, losses and damages as directed by the Purchasing Director, incurred by the CITY as a consequence of procuring goods or services as a result of any failure, omission or mistake of the CONTRACTOR in providing goods or services as provided in THIS CONTRACT. ARTICLE VI. GOVERNING LAWS AND ORDINANCES. This CONTRACT is made subject to all the laws of the State of Illinois and the ordinances of the CITY and if any such clause herein does not conform to such laws or ordinances, such clause shall be void (the remainder of the contract shall not be affected) and the laws or ordinances shall be operative in lieu thereof. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be in the Circuit Court of Kane County, Illinois. 2 ARTICLE VII. AFFIRMATIVE ACTION. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, ancestry, national origin, place of birth, age or physical handicap which would not interfere with the efficient performance of the job in question. The CONTRACTOR will take affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any subcontractor to submit to the CITY a written commitment to comply with those provisions. The CONTRACTOR will distribute copies of this commitment to all persons who participate in recruitment, screening, referral and selection of job applicants and prospective subcontractors. The CONTRACTOR agrees that the provisions of Section 5.02.040 of the Elgin Municipal Code, 1976, is hereby incorporated by reference, as if set out verbatim. ARTICLE VIII.ASSIGNABILITY. The CONTRACTOR shall not assign, sell or transfer any interest in THIS CONTRACT without prior written consent of the CITY. ARTICLE IV. AMENDMENTS. There shall be no modification of the CONTRACT, except in writing and executed with the same formalities of the original. ARTICLE X. NOTICES. Any notice given under this CONTRACT shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S. mail, certified or registered, return receipt requested, addressed, if to CONTRACTOR, at the address set forth above to the attention of the project manager or undersigned representative, and if to the City, to the attention of the City Manager, 150 Dexter Court, Elgin, IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. ARTICLE XI. INDEMNIFICATION. To the fullest extent permitted by law, Contractor agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Contractor or Contractor's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees, 3 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 Article shall survive any expiration and/or termination of this agreement. ARTICLE XII. PUBLICITY. The CONTRACTOR may not use, in any form or medium, the name of the City of Elgin for public advertising unless prior written permission is granted by the CITY. ARTICLE XIII. APPROPRIATIONS. The fiscal year of the CITY is the 12 month period ending December 31. The obligations of the CITY under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year during the term of the CONTRACT, sufficient funds for the discharge of the CITY'S obligations under the contract are not appropriated and authorized, then the CONTRACT shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the CITY for damages, penalties or other charges on account of such termination. ARTICLE XIV. NO AGENCY. This agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto. ARTICLE XV. CONFLICT. In the event of any conflict between the terms provided in any attachments hereto and the body of this CONTRACT, the terms and provisions of this CONTRACT shall control. ARTICLE XVI. ENTIRE AGREEMENT. This CONTRACT embodies the whole agreement of the parties. There shall be no promises, terms, conditions or obligations other than those contained therein; and this CONTRACT shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties. ARTICLE XVII. COMPLIANCE WITH LAWS. Notwithstanding any other provision of this CONTRACT it is expressly agreed and understood that in connection with 4 the performance of this CONTRACT that the CONTRACTOR 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, CONTRACTOR hereby certifies, represents and warrants to the CITY that all CONTRACTOR'S employees and/or agents who will be providing products and/or services with respect to this CONTRACT shall be legal residents of the United States. CONTRACTOR 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 CONTRACT. The CITY shall have the right to audit any records in the possession or control of the CONTRACTOR to determine CONTRACTOR'S compliance with the provisions of this section. In the event the CITY proceeds with such an audit the CONTRACTOR shall make available to the CITY the CONTRACTOR'S relevant records at no cost to the CITY. CONTRACTOR shall pay any and all costs associated with any such audit." ARTICLE XVIII. FORCE MAJEURE. Neither the CITY or the CONTRACTOR shall be liable for its non-performance or delayed performance if caused by a "Force Majeure". For the purposes of this article, a "Force Majeure" shall mean "an event, circumstance, or act of a third party that is beyond a party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires floods, , epidemics, embargoes, war, and riots)." A party that becomes aware of a Force Majeure that shall significantly delay performance shall notify the other party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the parties shall agree to extend the production schedule for a time period that is reasonable under the circumstances or, if further performance is rendered impossible due to the Force Majeure, to terminate this CONTRACT without penalty or further liability to the other party. The person signing THIS CONTRACT certifies that s/he has been authorized by the CONTRACTOR to commit the CONTRACTOR contractual and has been authorized to execute THIS CONTRACT on its behalf. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CONTRACTOR CITY OF ELGIN 5 ame and Title Richard G. Kozal One Source Productions, LLC City Manager FEIN NO. `I 6 Attachment A: TV PROGRAMMING PRODUCTION AND VIDEO SERVICES SCOPE OF WORK Video Production —The essential requirements and tasks: • Monthly program should be no more than thirty (30) minutes in length. • Monthly program shall air on the first day of each month, and video files should be provided to the City no later than the 30th of the month prior(12 programs per year). • The video should include music and creative graphics approved by the City and consistent with City branding standards. • Video must be broadcast quality, 1080 p HD. • Video must be able to be reduced in size without sacrificing quality. • Video must be able to be used on the City of Elgin's YouTube, government access TV channel, and the City of Elgin's various social media channels, such as Facebook, Instagram and Twitter. • Videos should be interview-style, and cover current events, City initiatives or recent council approved items, all while highlighting the City of Elgin's core values and defined goals found in the 2018-2022 Strategic Principles and Priorities. • Segments of the video should be separated in to clips which can be used separately on social media. • The 30-minute monthly programming should be comprised of 10 minutes in English, 10 minutes in Spanish and a special 10 minute feature with the Mayor (and guest of choice). 7 Contractor requirements: The Contractor will be expected to be in contact with the Communications Manager through all phases of project execution, meeting as needed in person or by phone or email and providing progress updates. For all productions, the Contractor shall perform all services necessary for production. P P rY Production will include topic development, research, script writing, coordination of talent, guest(s), and location(s), appropriate lighting, topical video b-roll, creation and inclusion of graphic elements/animations, and editing for airing. The Contractor shall provide all equipment necessary for services, including but not limited to a studio, retention and training of adequate personnel, and the procurement and/or provision of all necessary production equipment. Deliverables: The Contractor shall produce a video product ready to air. The production should include a video series introduction approved by the City designee. Production should be filmed in 1080p high definition resolution. The product will be delivered in mp4 format via an electronic file sharing service mutually agreed upon by both the City and One Source Productions. Raw video footage will remain the intellectual property of the Contractor. The finished product will include broadcast quality video used on various City distribution channels, such as the City's website, YouTube Channel, and government access television channel, various social media accounts and email newsletters. 8 i