HomeMy WebLinkAboutContracts & Agreements_9-2013_CCv0001.pdf AGREEMENT TO PE VIDEO PRODUCTION SERVICES
This agreement for the provision of video production services (-Agreement")is made and
entered into this 5'h day offebruary,2013("Effective Date"),by and between the City ofRediands,
a municipal corporation ("City") and Work and Play, Productions, Inc. ("Contractor"). City and
Contractor are sometimes individually referred to herein as a"Party"and,together,as the"Parties.
In consideration of the mutual promises contained herein, City and Contractor agree as follows:
ARTICLE I - ENGAGEMENT OF CONTRACTOR
Ll City hereby engages Contractor for the provision of video production services to develop and
produce a high quality video(the"Work")documentary highlighting Redlands history from
1888 through the present to commemorate the City of Redlands' 125"' Anniversary (the
"Services")-
The Services shall be performed by Contractor in a professional manner, and Contractor
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional Contractors in the industry providing like and similar types of Services.
ARTICLE 2 - SERVICES OF CONTRACTOR
2.1 The Services that Contractor shall perform services to develop and produce a high quality
video documentary highlighting Redlands history from 1888 through the present to
commemorate the City of Redlands' 125th Anniversary.
.L-2 City and Contractor agree that the Work resulting from the services is a Joint Authorship
as defined by the Copyright Act. City hereby grants a license to Contractor for rights of
distribution for theatrical exhibition, film festivals, television, rote et and Contractor's
promotional and derivative workshops. Should the copyright for the Work be sold,the
Parties agree to a fifty percent(50%)share of profits.
23 Contractor shall comply Nvith applicable federal, state and local laws and regulations in
the performance of this Agreement including,but not limited to, flie Americans with
Disabilities Act,the Fair Employment and Housing Act and prevailing wage laws.
ARTICLE 3 -RESPONSIBILITIES OF CITY
11 City shall make available to Contractor info cion in its possession that may assist
Contractor in perfonning the Servicts,
3,2 City designates Carl Baker, City's Public Information Officer, as City's representative
with respect to performance of the Services, and such person shall have the authority to
transmit instructions, receive information, interpret and define City's policies and
decisions xvitin respect to performance of the Services,
-I-
]:',c ,d,ini\Agrmr.ierg tsxW'ork and Play Pr actions.
ARTICLE 4 - PERFORMANCE OF SERVICES
4.1 Contractor shall perform the Services in a prompt and diligent manner and complete.the
Services by October 1, 2013.
ARTICLE 5 -PAYMENTS TO CONTRACTOR
5,1 The total compensation for Contractor's performance of the Sen4ces shall be Ten Thousand
Dollars ($10,000.00). City shall pay Contract the initial sum of Five Thousand Dollars
($5,000) within ten (10) days of the Effective Date of this Agreement. Contractor shall
subsequently submit an invoice to City upon completion of the Services,and City shall pay
Contractor no later than thirty (30)days after receipt and approval by City of Contractor's
invoice the remaining balance of Five Thousand dollars($5,000),
5.2 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
Ci Contractor
Carl Baker Susan Stevens
Public Information Officer President
City of Redlands Work and Play Productions,Inc,
P.0, Box 3005 355 Campbell Ave.
Redlands,CA 92373 Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. Changes may be made in the names and addresses of the person to whore notices and
payments are to be given by giving notice pursuant to this section 53.
ARTICLE 6 - INSURANCE AND INDEMNIFICATION,
6,1 Insurance required by this Agreement shall be maintained by Contractor for the duration
of its performance of the Services. Contractor shall not perform any Services unless and
until required insurance listed below is obtained by Contractor. Contractor shall provide
City with certificates of insurance and endorsements evidencing such insurance prior to
commencement of the Services, Insurance policies shall include a provision prohibiting
cancellation or modification of the policy except upon thirty (30)clays prior written
notice to City.
6.2 Contractor shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of its performance of the Services in accordance with
the laws of the State of Califorroa, with an insurance carner acceptable to City as
described in Exhibit "A," entitled"Workers' Compensation Insurance Certification,",
which is attached hereto and incorporated herein by this reference,
6.3 Contractor shall secure and maintain in force throughout the term of this Agreement
comprehensive general liability insurance kvith carriers acceptable to City. Minimum
-2-
J:\a,,djm\Ag-r,-ementSXW01k and Play, Productions,doc
coverage of One Million Dollars ($1,000,000)per occurrence and Two Million Dollars
($2,000,000)aggregate for public liabilitya
property damage and personal injury is
required. City shall be named as an additional insured and the insurance policy shall
include a provision prohibiting modification of coverage limits or cancellation of the
policy except upon thirty (3)0)days prior-written notice to City, Such insurance shall be
primary and non-contributing to any insurance or self-insurance maintained by City.
6.4 Contractor shall have business auto liability coverage, with minimum limits of One
Million Dollars($1,000,000) per occurrence, combined single limit for bodily injury
liability and property damage liability. This coverage shall include all Contractor owned
vehicles used in connection with Contractor's provision of the Services, hired and non-
owned vehicles,and employee non-ownership vehicles, Citi shall be named as an
additional insured and such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City.
o._5 Contractor shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act, omission or failure to act by Contractor, its officers, employees and
agents in performing the Services.
ARTICLE 7 -CONFLICTS OF INTEREST
7.1 Contractor covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income,interest in real propertyor investment that would be affected in any manner or
degree by the performance of 6ontractor's Services. Contractor further covenants and
represents that in the performance of its duties hereunder, no person having i any such
3
interest shall perform any Services under this Agreement.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
A. Does not make or participate in:
(i)the making or any City gave mental decisions regarding approval of a rate,
rule or regulation,or the adoption or enforcement of laws�
(-ii)the issuance, denial, suspension or revocation of City permits, licenses,
applications,certifications, approvals, orders or similar authorizations or entitlements;
(iii)authorizing City to enter into, modify or renew a contract
(iv)granting City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract-,
-3-
hca\djm,Agreenients!Work wid Play Pro uctions,doc
(v) granting City approval to a plan, design, report, study or similar item;
(vi)adopting, or granting City approval of, policies, standards or guidelines for
City or for any subdivision thereof
B, Does not serve in a staff capacity with City and in that capacity,participate in
making a governmental decision or otherwise perform the same or substantially the same
duties for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 8730211
73 In the event City determines that Contractor must disclose its financial interests by
completing and filing a Fair Political Practices Commission Fortir 700, Statement of
Economic Interests, Contractor shall file the subject Forni 700 with the City Clerk's
office pursuant to the written instructions provided by the Office of the City Clerk.
ARTICLE 8 - GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party,
8.2 Contractor shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms, and conditions of this Agreement.
.3 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor of its agents shall
have control over the conduct of Contractor or Contractors employees, except as herein
set forth. Contractor shall supply necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Contractor are for its account
only,and in no event shall Contractor or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Contractor
shall have no authority, express or implied,to act on behalf of City in any capacity
whatsoever as an agent, nor shall Contractor have any authority, express or implied,to
bind City to any obligation.
8A This Agreement may be terminated by City, in its sole discretion,by providing ten(10)
days prior written notice to Contractor(dchvered by certified mail,return receipt
requested)of City's intent to terminate. If this Agreement is tenninated by City, an
adjustment to Contractor's compensation shall be made, but(1) no amount shall be
allowed for anticipated profit or unperfornied Services, and(2)any payment due
Contractor at the time of termination may be adjusted to the extent of any additional costs
to City occasioned by any default by Contractor. Upon receipt of a to nation notice,
Contractor shall immediately discontinue its provision of the Services and,within five(5)
days of the date of the terinination notice, deliver or otherwise make available to City,
copies in both hard copy and electronic form,where applicable)of design calculations,
-4-
L", a\djm1,A,-re-emen&xWork and Play Pro ductions.doc
drawings,specifications, reports, estimates, summaries and such other information and
materials as may have been accumulated by Contractor in performing the Services.
Contractor shall be compensated on a pro-rata basis for Services completed up to the date
of termination.
8,5 This Agreement, including the Exhibit incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein,and any prior negotiations,written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, an
amendment to this Agreement shall be in writing, approved by City and signed by City
and Contractor.
&6 This Agreement shall be Bove ed by and construed in accordance Mth the laws of the
State of California.
&7 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid,void or unenforceable by a court of competent
jurisdiction,the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses-
,paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement,
-5-
!:'\Ca\dini'�,,kgree.ments\Woeic and Play Productions.doc
IN WI TINESS WHEREOF, day authorized representatives of the City and Contractor hay
signed in confirmation of this Agreement,
CITY OF REDLANDS WORK AND PL- U ICONS; INC;.
A
By: K y:
Pete Aguilar, Mayor Susan Steens, resident
Attest:
Sam I���i�t, ty er
® _
1.',Ca d m'k ee en ,W-ort Play'Production.s.doc
EXHIBIT "A"
WORKERS' COMPENSATION INS tTRANCE CERTIFICATION
TO PERFORM VIDEO PRODUCTION SERVICES FOR THE CITY OF REDLANDS
Every employer except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation in one or more insurer duty
authorized to write compensation insurance in this State,
(b) By securing from the Director of Industrial Relations,a certificate ofconsent to self-
insure,either as an individual employer or as one employer in a group of employers,
which may be given upon furnishing proof satisfactory to the Director of Industrial
Relations of ability to self-insure and to pay any compensation that may become due
to his or her employees,
I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be
insured against liability for Workers' Compensation or to undertake self-insurance in accordance
with the provisions of that Code, and I will comply with such provisions before commencing the
performance of the work oft i Agreement, (Labor Code §14613.
WORK AND PLAY PRPDUTIONS, INC.
xj`
Bv,
Sus
--�s
sus Steven resident Date:
1:\ca\djtrnAgre--men&,Work-and Play Productions,doc,