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HomeMy WebLinkAbout24-2 Resolution No. 24-2 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, and Kimberly A. Dewis, City Clerk, be and are 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: January 10, 2024 Adopted: January 10, 2024 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 10th day of January, 2024 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 an Illinois limited liability company having a principal place of business at 58 S. Crystal Avenue, Unit 3. Elgin. IL 60123 (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 twelve (12) "Elgin Today programs," consisting of one program per month for January 2024 through December 2024, inclusive. and video production services for the 2024 Fourth of July Parade. The cost for such video production services shall be in accordance with the following schedule: 2024 Per episode cosi. 2024 Total Cosi 12 episodes of $3,750 $45,000 "Elgin Today" 1 Fourth of $3,000 $3.000 July Parade Total $48,000 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 January 1. 2024, and shall terminate on December 31, 2024, 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 CONTRACT on for one (1) additional one-year term under the same terms and conditions of this CONTRACT upon written notice to the CONTRACTOR at least thirty (30) days prior to the termination of this CONTRACT. 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 1 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. 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 Codc. 1976, are hereby incorporated by reference, as if set out verbatim. ARTICLE VIII. ASSIGNABILITY. The CONTRACTOR shall not assign, sell. or transfer am interest in this CONTRACT without 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 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 C its. to the 2 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 Xl. 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, 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 CONTRACT. 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 an) 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 an) other provision of this CONTRACT. it is expressly agreed and understood that in connection with 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 he 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 he 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 nor the CONTRACTOR shall he 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. ARTICLE XIX. 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 U.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 CONTRACT may be executed in counterparts. each of which shall be an original and all of which shall constitute one and the same agreement. this CONTRACT ma) be executed electronically. and any signed copy of this CONTRACT transmitted by facsimile machine. email. or other electronic means shall he treated in all manners and respects as an original document. The signature of any party on a copy of this CONTRACT 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. 4 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 CONTRACT or because of their execution, approval, or attempted execution of this CONTRACT. ARTICLE XXII. ASSIGNMENT AND SUCCESSORS. this CONTRACT and each and ever) 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. ARTICLE XXIII. SEVERABILITY. The terms of this CONTRACT shall be severable. In the event that any of the terms or provisions of this CONTRACT are deemed void or otherwise unenforceable for any reason, the remainder of this CONTRACT shall remain in full force and effect. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CIIY OF ELGIN• ONE SOURCE PRODUCTIONS. LI.0 y Richard G. Kozal, City anager Attest: Name/Print: ��Pegtely 77 h/1/4-2S City Clerk Title: c-Le 1�V e LA4 c E' aii,l6� I.egal I)epikAgrecmcnt\Onc Source Productions Agr-2024 Video Services-12-I I-23.docx 5 ATTACHMENT A TV PROGRAMMING PRODUCTION ANI) VIDEO SERVICES SCOPE OF WORK CONTRACTOR REQUIREMENTS The contractor will produce one of third of the monthly "Elgin 'Today" programming in English. "Elgin Al Dia" in Spanish and a special segment with the Mayor following the requirements listed below: PERSONNEL AND EQUIPMENT The contractor will: — Provide all personnel necessary for video production. — Provide all equipment necessary for video production, including but not limited to a studio. appropriate lighting,voiceovers,all audio and video equipment,video editing software and creative design software for graphics and animations. Fourth of July Parade The City will provide the following equipment to assist with coverage of the Fourth ofJuly Parade: one 10-foot by 10-foot tent, three tables and five cable ramps. Set-up location and cable drops must be approved no less than 30 days in advance by the City. One Source Productions will he responsible for set-up and break down. CREATIVE DESIGN, MUSIC, AND VISUALS The contractor will: — Develop a consistent title page/introduction for "Elgin Today.- — Develop a title page/introduction for the Fourth of July Parade. — Use an engaging font (that stays consistent throughout). — Use engaging and upbeat music that grabs viewers' attention and fits each segments' audience. — Secure finished product for potential use in other City projects. ACCESSIBILTY AND LANGUAGE The contractor will: — Ensure closed captioning is added to each video for ADA accessibility. — Add Spanish subtitles to the Mayor's video. FINAL PRODUCT DELIVERY The contractor will deliver: — Videos that help engage. educate, and raise awareness of City of Elgin topics and information. — Produced videos that are ready to air and arc broadcast quality. 1080p high-definition resolution. 6 — Produced videos that are reduced in size (without sacrificing quality) and can be used on the City's YouTube and government access television channels, social media channels. such as Facebook and Instagram, and the website. — Final video files will be provided to the City no later than the 3091 of the month prior unless otherwise stated. — Videos are delivered in an mp4 format via an electronic file sharing service mutually agreed upon by the City and the contractor. — Videos will be provided in English and Spanish, both covering the same topic. Each video will be 15 minutes in length (15 minutes in English for "Elgin Today" and 15 minutes in Spanish for"Elgin Al Dia.") — The Mayor's special segment will be 10 minutes in length and include Spanish subtitles. PROCESS — The contractor will work closely with the Director of Communications and Engagement on all steps of the video production process start to finish. — Topics, schedule, script, names of on-air guests and locations and video style (interview. educational/informative, behind the scenes or other) will be provided by the Director of Communications and Engagement to the contractor. — The contractor will provide draft videos to the Director of Communications and Engagement for review and editing and the contractor will ensure all provided edits arc made to the videos. — The Director of Communications and Engagement has final approval prior to airing. OWNERSHIP All video, including finished product, used for production on behalf of the City of Elgin shall he the property of the City and shall he provided to the City via an electronic file sharing service mutually agreed upon by both the City of Elgin and the contractor. DELIVERABLES Following requirements above, the contractor will deliver: Thirteen finished broadcast quality videos that are ready to air and can be used on various City distribution channels, such as the City's website. YouTube channel, government access television channels 17 (WOW and Comcast) and 99 (AT&T), various social media platforms, such as Facebook, email newsletters and other communications: • 12 episodes of "Elgin Today" featuring the same topic in English and Spanish provided as separate segments. • One video recording of the Fourth of July Parade. Finished product for use in other communications mediums, including the website and social media. 7