HomeMy WebLinkAboutC-2722 - Geobase Video ProductionCITY GtRK
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AGREEMENT
PROFESSIONAL SERVICES FOR VIDEO PRODUCTION
ON THE SUBJECT OF
GEOGRAPHIC INFORMATION SYSTEMS
THIS AGREEMENT is made and entered into this 21 ST day of
September 1988, by and between the "City of Newport Beach ", a municipal
Corporation, hereinafter referred to as "CITY', and "Ott Water Engineers,
Incorporated ", a California Corporation, hereinafter referred to as
"CONSULTANT ".
WITNESSETH:
WHEREAS, the "CITY' is in its second full year of implementation of a
geographic information system project, hereinafter known as "GEOBASE ",
and;
WHEREAS, such project requires the cooperation of a multiplicity of
departments and their respective staffs to successfully implement
"GEOBASE ", a project to provide better efficiency of the essential services
provided by "CITY' to its citizens, and;
WHEREAS, the "CITY', wishes to educate staff not closely involved
with the project and the general public about the capabilities and benefits of
"GEOBASE ", and;
WHEREAS, the task of performing such education can be greatly
facilitated via the electronic media and video, and;
WHEREAS, the "CITY' has requested a proposal for the performance
of said video production and professional services from "CONSULTANT ",
and;
WHEREAS, "CONSULTANT" has submitted a proposal for costs and
services as outlined herein below; and
WHEREAS, "CITY' desires to accept said proposal;
NOW THEREFORE, in consideration of the foregoing, it is mutually
agreed and understood that:
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I. GENERAL
A. "CITY" engages "CONSULTANT" to perform the
described services for the consideration hereinafter stated.
B. "CONSULTANT" agrees to perform the described services
in accordance with the terms and conditions hereinafter set forth.
C. "CONSULTANT" agrees that all services required
hereunder shall be performed under his direct supervision, and all personnel
engaged in the work shall be fully qualified and shall be authorized or
permitted under State and local law to perform such services.
"CONSULTANT" shall not sublet, transfer or assign any work except as
otherwise provided for herein or as authorized in advance by the "CITY ".
II. SERVICES TO BE PERFORMED BY CONSULTANT
"CONSULTANT" shall provide the following listed professional
services and materials to "CITY ". A detailed explanation for said services is
outlined as follows:
A. Produce a professional quality video on the subject of
"GEOBASE ". Said video shall be fifteen to twenty minutes in duration.
B. Preparation of said video shall provide a background and
history of the "GEOBASE" project. It shall be directed toward an audience
which will include various "CITY" Departments, the City Council, the
Newport Beach Chamber of Commerce and the public at large.
C. The format of the film is to include the following
principle items:
1. Interviews with various staff members about the
"GEOBASE" project.
2. Topics will focus on the expected benefits and
efficiency gains by the users of the system. Specifics to touch on the
topics of the "human file cabinet" and the chain of knowledge carried
by long time employees.
D. "CONSULTANT" shall work closely with the "Geobase
System Coordinator" and the Chairman of the "Geobase Steering Committee"
regarding the specific topics and the details of the video production.
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III. DUTIES OF THE CITY
In order to assist the "CONSULTANT" in the execution of his
responsibilities under this Agreement, "CITY" agrees to provide the following:
A. Provide any background information, technical information
and history germane to the proper preparation and completion of the video.
B. Make various "CITY' facilities and staff members
available for "CONSULTANT" to incorporate into the filming of the video.
IV. TIME OF COMPLETION
"CONSULTANT" shall commence work immediately and shall
be complete the project by the last day of October 1988.
V. OWNERSHIP OF MATERIALS
Video tape and cartridges, reports, notes, scripts and all other
documents or tangible materials relating to the "GEOBASE" video production
shall become the exclusive property of "CITY" and may be reproduced as
deemed necessary by "CITY' or its duly authorized representative. No film,
tape recording, report, script, document or other information given to or
prepared or assembled by "CONSULTANT" pursuant to this Agreement shall
be made available to any individual or organization by "CONSULTANT"
without prior written approval by "CITY'.
VI. RIGHT OF TERMINATION
A. "CITY" reserves the right to terminate this Agreement at
any time by giving "CONSULTANT" three (3) days' prior written notice.
Notice shall be deemed served when delivered personally or upon deposit in
the United States mail, postage prepaid, addressed to the CONSULTANT's
business office at 27405 Puerta Real, Suite 360, Mission Viejo, California, 92691.
B. In the event of termination due to errors, omissions, or
negligence of "CONSULTANT ", "CITY' shall be relieved of any obligation
to compensate "CONSULTANT" for that portion of work affected by such
errors, omissions, or negligence of "CONSULTANT'. If this Agreement is
terminated for any other reason, "CITY' agrees to compensate
"CONSULTANT" for the actual services performed up to the effective date
of the 'Notice of Termination ", on the basis of the fee schedule contained
herein.
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VII. SUBCONTRACTORS AND ASSIGNMENT
A. None of the services included in this Agreement shall be
contracted or subcontracted without prior written approval of "CITY" except
that those certain services to be provided by RS Productions of Ontario,
California under the direction of Ms. Robin Smith.
B. "CONSULTANT" shall not assign or transfer any interest
in this Agreement, whether by assignment or novation, without the prior
written consent of "CITY "; provided, however, that claims for money due or
to become due "CONSULTANT" from "CITY" under this Agreement may be
assigned to a bank, trust company or other financial institution, or to a trustee
in bankruptcy, without such approval. Notice of any such assignment or
transfer shall be promptly furnished to "CITY ".
VIII. PAYMENT AND FEE SCHEDULE
A. In consideration for the performance of the specified
services, "CITY" hereby agrees to compensate "CONSULTANT" on a lump
sum basis as set forth herein below. In no event shall said amount be greater
than the amount of seven thousand four hundred dollars ($7,400.00) except
as otherwise provided for herein.
B. The contract amount shall be paid to "CONSULTANT" in
a lump sum payment upon satisfactory completion of the work specified
herein, less the amount of the funds advanced for expenses. Said advance for
initial expenses shall be paid immediately by "CITY" in the amount of two
thousand five hundred dollars ($2,500.00).
IX ADDITIONAL SERVICES
No change in character, extent, or duration of the work to be
performed by "CONSULTANT" shall be made without prior written approval
from "CITY ". In consideration for performance of additional services
authorized by "CITY" in writing, "CITY" hereby agrees to compensate
"CONSULTANT" an amount based upon the actual hourly costs plus a
negotiated percentage for overhead and profit, except that an increase in the
total compensation exceeding seven hundred fifty dollars ($750.00) shall require
that an amended Agreement for such additional services be executed by the
"CONSULTANT" and "CITY ".
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X. RECORDS
"CONSULTANT" shall maintain complete and accurate
records with respect to costs, expenses, receipts and other such information
required by "CITY" that relate to the performance of the services specified
under this Agreement. All such records shall be maintained in accordance
with generally accepted accounting principles and shall be clearly identified
and readily accessible. "CONSULTANT" shall provide free access to the
representatives of "CITY" or its designees at all proper times to such books
and records, and gives "CITY" the right to examine and audit same, and to
make transcripts therefrom as deemed necessary, and to allow inspection of
all work, data, documents, proceedings and activities related to this
Agreement.
M. INSURANCE
A. On or before the date of execution of this Agreement,
"CONSULTANT" shall furnish "CITY" with certificates showing the type,
amount, class of operations covered, effective dates and dates of expiration
of insurance policies. Such certificates which do not limit CONSULTANT's
indemnification, shall also contain substantially the following statement:
"The insurance covered by this certificate may not be cancelled or materially
altered, except after ten (10) days' written notice has been received by
"CITY ".
B. "CONSULTANT" shall maintain in force at all times
during the performance of this Agreement, policies of insurance required
by this Agreement; and said policies of insurance shall be secured from an
insurance company assigned Policyholders' Rating of "B" (or higher) and
Financial Size Category XV (or larger) in accordance with an industry -wide
standard and shall be licensed to do business in the State of California.
1. An appropriate industry -wide insurance rating
standard shall be deemed "BEST'S KEY RATING GUIDE ", latest edition.
C. "CONSULTANT" shall maintain the following
minimum coverages:
Liability Insurance
General liability coverage shall be provided in the following
minimum limits:
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Category Amount
Bodily Injury $ 250,000 each person
$ 250,000 each occurrence
$ 500,000 aggregate
Property Damage $ 100,000 each occurrence
$ 250,000 aggregate
A combined single limit policy with aggregate limits in the amount
of $500,000 will be considered equivalent to the required minimum limits.
D. Subrogation Waiver
In the event of loss or claim of loss due to any of the perils
for which it has agreed to provide insurance, "CONSULTANT' shall look
solely to its insurance for recovery. "CONSULTANT" hereby grants to "CITY ",
on behalf of any insurer providing insurance to either "CONSULTANT" or
"CITY" with respect to the services of "CONSULTANT', a waiver of any right
of subrogation which any such insurer of said "CONSULTANT" may acquire
against "CITY" by virtue of the payment of any loss under such insurance.
E. Failure to Secure
If "CONSULTANT" at any time during the term of this
Agreement, should fail to secure or maintain the foregoing insurance, "CITY"
shall be permitted to obtain such insurance in the CONSULTANT's name or
as an agent of "CONSULTANT" and shall be compensated by
"CONSULTANT" for the costs of the insurance premiums at the maximum
rate permitted by law computed from the date written notice is received that
the premiums have been paid.
F. Additional Insured
"CITY ", its City Council, boards and commissions, officers,
agents, servants and employees shall be named as an additional insured under
all insurance policies required under this Agreement. The naming of an
additional insured shall not affect any recovery to which such additional
insured would be entitled under this policy if not named as such additional
insured; and an additional insured named herein shall not be liable for any
premium or expense of any nature on this policy or any extension thereof.
Any other insurance held by an additional insured shall not be required to
contribute anything toward any loss or expense covered by the insurance
provided by this policy. Proceeds from any such policy or policies shall be
payable to "CITY" primarily, and to "CONSULTANT' secondarily, if necessary.
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XII. WAIVER
A waiver by "CITY" of any breach of any term, covenant, or
condition contained herein shall not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition
contained herein whether of the same or different character.
)III. COST OF LITIGATION
If any legal action is necessary to enforce any provision hereof or
for damages by reason of an alleged breach of any provisions hereof, the
prevailing party shall be entitled to receive from the losing party all costs and
expenses in such amount as the court may adjudge to be reasonable cost of
litigation.
XIV. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding
of every kind or nature whatsoever between the parties hereto and all
preliminary negotiations and agreements of whatsoever kind or nature are
merged herein. No verbal agreement or implied covenant shall be held to
vary the provisions hereof. Any modification of this Agreement will be
effective only by written execution signed by both "CITY" and
"CONSULTANT ".
XV. HOLD HARMLESS
"CONSULTANT" shall indemnify and hold harmless, "CITY ",
its City Council, boards and commissions, officers, agents, servants, and
employees from and against any and all loss, damages, liability, claims, suits,
costs and expenses, whatsoever, including reasonable costs of litigation,
regardless of the merit or outcome of any such claim or suit, arising from or
in any manner connected to CONSULTANT's errors, negligent acts,
omissions, or work conducted pursuant to this Agreement or arising from
or in any manner connected to persons, firms or corporations furnishing or
supplying work, services, materials, equipment or supplies thereto.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the first date above written:
APPROVED AS TO FORM:
Carol Korack
Assistant City Attorney
Address and Telephone:
City of Newport Beach
3300 Newport Boulevard
Post Office Box 1768
Newport Beach, California 92658 -8915
(714) 644 -3011
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CITY OF NEWPORT BEACH,
a municipal corporation
Robert L. Wynn
City Manager
OTT WATER ENGINEERS, INC.
a California corporation
C. Ste en ECcknam Jr., P.E.
"CONSULTANT"
Ott Water Engineers, Inc.
27405 Puerta Real
Suite 360
Mission Viejo, California 92691
(714) 582 -2818