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HomeMy WebLinkAbout24-1114 One Source ProductionsCiTV OF ELGIN A( IMEIMENT FOR TV Production Progra►rttt►►iiig, Video Services This Agreement is made and entered into this _ ay of November. 2024 by and between the City of F,lgiu (the "CIT)" ), a municipal corporation organized and existing under the laws of the State of Illinois, ,and C)nc Source Productions. I,I.0 incorporated an Illinois limited liability Company having as principal place of business at 1050 Summit St., Unit 03-707, Elgin, It. 60120 (tile "CONTRACT 01 ). ARTiCLE 1, DEFINITION. "this CONTRACT- as used herein shall mean this Agreement and alI attachments hereto, including, the Attachment A the "Video Programming Services Scope of Work- and Attachment 13 "C'ity of Elgin's Climate Action and Resiliency Plan-Videography services Proposal' 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 11. SCOPE OF NVORK. The CONTRACTOR shall provide video production services as outlined in Attachment A and B for a series of professionally produced short video clips, or reels that Nvouid engage the Elgin community into the City of Elgin's Climate Action and Resili ncy Plan. The cost for such video production services shall be in accordance with the foilmvi,no schedule: service: Items Details Cost Sc.r;nr & S,ory board Creation -done in conjunction with commission 51,225 -for six (6) video, 45 to 90 seconds in length (with no more than 4 videos at 90 seconds long) -create an English and Spanish version for each of the six videos Da,, of recording -cameras, lights, makeup, crew S1,740 -up to for six (6) recordings - each video in English and S anish version EdiiinL v Up to 2 re-edits per video allowed to accommodate client (6 $2,000 videos total. each in an Enelish and Spanish version) Sociai media guidance and This valuable service is provided for free as part of the $0 promotional distribution thru One company's dedication to Climate action K Sustainability in Source roduction's media channels I Fl >in Total I S4.965 The CITY will make payment within 45 days of receiving the invoice, which can be submitted once all videos are completed by the end oi'April 2025. ARTICLE: 111, Dt;RATIO,N, This CONTRACT shall become et'fective upon signing and shall terminate upon the City's receipt and acccpl<ance of the videos/reels delivered, unless terminated sooner in accordance with the terms arad provisions taf this CONT'RACI. ARTICLE iV. 14?101INATION. 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: (1) failure to commence performance of this CONTRACT at the time specified in this CONTRACTdue 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 pertitrm this CONTRACT in a manner reasonably satisfactory to the CITY, (iv) failure to promptly re -perform within reasonable tinic the services that were rejected by the CITY as erroneous or unsatistitetory, (,y) fitilure 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 CON1"IZACC as constituting a basis for termination for cause. The CITY mad• terminate. this CONTRACT T for its convenience upon fourteen (14) days prier wi-ittcn notice. ARTICLE V, D.10MAC ES. From any sums due to the CONTRACTOR for goads or services, the CITY may keep for its own the whole or any part ofthe 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 am- failure, omission, or mistake of the CONTRACTOR in providing goods or services as provided in this CONTRACT. ARTICLE N"I. 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. ARTICLE N'II. AFFIRINIATIVE ACTION. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, ancestry, national origin puce 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, are hereby incorporated by reference, as if set out verbatim. ARTICLE VIII. ASSIGNABILITY. The CONTRACTOR shall not assign, sell, or transfer any interest in this CONTRACTwithout prior written consent of the CITY. ARTICLE IX. AMENDMENTS. "There shall be no modification of this CONTRACT, except in writing and executed with the same f mnalities of the original. ARTICLE X. NOTICES. Any notice given under this CONTRACTshall be in writing and shall be deemed to have been given when hand delivered or deposited in the US. mail, certified or registered, return receipt requested, addressed, ifto CONTRAUFOR, 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 2 authorized representatives as either party shall designate in writing to the other in the manner herein provided. ARTICLE X1. INDEMNIFICATION, To the fullest extent permitted by law, CONTRACTOR agrees to .and shall indemnify. delend and ]told h;armless the CITY, its officers, employees, boards :and commissions from and against ;any rand aII claims, suits, judgments, costs, attorney's fees, damages. or any and ,all other reliefor liability ,arising out of or resulting from or through or alleged to arise out 01 arty acts or negligent acts or omissions o[ C'OM RACf•OR or CONTRACTOR's officers. employees. ;agents. or subcontractors in the perfiarm:ance of this agreement, including but not limited it)..111 corals delivered or scmiccs or work peribrrncd hereunder. In the event of any :action .against tlae CITY. its ol'licers, employees, agents, boards or commissions covered by the foregoing duty to itaderttrlify. defend, :and hold harmless, such action shall be defended by legal counsel of the Cl I'Vs Choosing. Tile provisions of this Article shall survive any expiration and/or tcrnaination of this CON, 1' ZACI'. ARTICLE XII. PUBLICITY. The CONTRACTOR may not use, in any form or medium, the name of the Cite 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 X1 V. 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 ill any attachments hereto and the body of this CONTRACT, the terms and provisions of this CON'I PACT shall control. ARTICLE XV1. ENTIRE A(;IZE1?.MI`N`I', ']his CONTRACT embodies the whole aareenaent 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, hetwcen the parties. ARTICLE. XVI1, COMPLIANCE WITH LAWS. Notwithstanding any other provision of this CONTRACT, it is expressly agreed and understood that in connection with the performance of this CONTRACTthat the CONTIACTOR shall comply with all applicable Federal, State, City, and other requirements of law, including, but not limited to, any applicable requil•enaents 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 shill 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 ol'tltis section. in the event the CiTY proceeds with such an audit the CON T'RACTOR shall make available to the CiTY the CONTRACTOR'S relevant records at no cost to the CITY. CONT'RACTOlt shall prey any and all costs associated with any such audit. ARTICLE XVIII. FORCE IMAJ1?URE. Neither the CITY nor 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 encnn•, all 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 Maicure 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 �'fajeure 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. ARTICLE X1X. JURISDICTION. CONTRACTOR hereby irrevocably consents to the Jurisdiction of the Circuit Court of Kane County, Illinois, for the enforcement of any rights, the resolution of any disputes, and/or for the purposes of any lawsuit brought pursuant to this CONTRACT or the subject matter hereof; and the CONTRACTOR agrees that service by first class L.S. mail to the entity and address provided for herein shall constitute effective service. Both parties hereto hereby waive any rights to a jury in any proceeding under this CONTRACT. ARTICLE XX. COUNTERPARTS AND EXECUTION. 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. this CONTRACTmay be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. this CONTRACT may be executed electronically, and any signed copy of this CONTRACT transmitted by facsimile machine, email, or other electronic means shall be treated in all manners and respects as an original document. The signature of any party on a copy of this CON'T'ItACT transmitted by facsimile machine, email, or other electronic means shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. ARTICLE XXi. 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 CONT1tAC1' or because of'their execution, approval, or attempted execution of this CONTRACT. 4 ARTICLE XXIL ASSIGNMENT AND SUCCESSORS. this CONTRACT and each and every Portion thereof shall he binding upon the successors and the assigns of the parties hereto; provided, however. that no assignment shall he made without the pricer written consent of the CITY, A1211CLE X\III. SEN'I?RA1111_,1'1'Y. 'I'he terms of thus CONTRACT shall be severable. In the event that .u1v ofthe terms or provisions of this CONTRACT are deemed void or otherwise unellforecahle fiIr anV t'easort, the remainder of this CONTRACT shall remain in full force and effect. IN NVlTNI=SS WHEREOF the parties have hereto set their hands the day and year first above CITY OF Fl,Glf ONE SOURCE PRODUCTIONS, LLC By: Richard G. Kozal, City Manaf;er By: Name/Print: /LrqAVJES Title: c : E t Legal, Dept Agreernenf:One Source Productions Agr-2024 Video Services- 11-8-24.doex