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HomeMy WebLinkAboutRodney Rooney Productions 1 t i AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. C o2 OCR Return form to the Deputy Clerk of the Council (M-30). Ca11647-6520 if you have any questions. ---- -------------------------------- ------------- -------------- - ~~~~- --c;Z3/-/ The agreement with ( ,~ -3 was completed on ~ ~~~,~~ ZC7C~ ~~ ,and final payment has been made. AGREMNT _ NAME NUMBER ROONEY, RODNEY PRODUCTIONS ~N-2003-031 iNC DBA "OUT & ABOUT TV" _-- --_ ROONEY, RODNEY PRODUCTIONS ;N-2003-031-01 INC DBA "OUT & ABOUT TV" i Department: ~c~.'t~;s~.cc, ~~~o n~.~- ~G~ Signature: -~~ Date: `--~-`'~ ~~~ ~C~ ~ ~~ ` ~ - /~~ a~i0~~~'u°'" City of Santa Ana Revised 4-16-87 ~ ~''~ „`_° ,~ Clerk of the Council ,~,, C o~0 OS~~ Ii~SURA~ 65 $~ '-'- WORK MAt F;Ot ![) UNTIL Ii~SU~ ~lq~ ! ;XP]RES '/__2/.2-_:_/~.~ , N-2003-031 ~AI[: ,~i/c ~ CONSULTANT AGREEMENT THIS AGREEMENT, made ~d entered into this ~day of ~ , 2003 by ~d between Rodney Rooney Productions Inc. dba "Out & About TV," a California corporation (hereinaker "Consultant"), and the City of Santa Aha, a charter city and municipal co¢oration organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of video production and streaming. B. Consultant represents that Consultant is able and willing to provide such services to the City. in undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follo;vs: 1. SCOPE OF SERVICES a. Consultant shall perform those services as set forth in Exhibit A to this Agreement. b. Consultant shall retain all right, title and interest in and to ail goods and products produced hereunder, including, without limitation, the City's streaming video(s). At City's election, City may purchase copies, for distribution only, of the City's 120 second streaming video segment for City's distribution and use for a price agreed upon ;vith Consultant, not to exceed $400.00. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for the services identified in Exhibit A, the rates and charges identified in Exhibit A. The total sum to be expended for the services specified on Exhibit A, shall not exceed $ 7,500.00 plus a $400.00 contingency for a total amount not to exceed $7,900.00 during the term of this Agreement. Provided however, use of the contingency amount shall be pre-authorized by the Executive Director of City. b. Payment by City shall be as follows: Fifty percent (50%) upon execution of the Agreement; and Fifty percent (50%) upon completion of video segment. 3. TERM This Agreement shall commence on the date first written above and terminate on April 30, 200~, unless terminated earlier in accordance with Section 12, below. In order to provide continuous uninterrupted service to City by Consultant, this Agreement shall cover services rendered by Consultant from February 1, 2003 to the termination of the Agreement. The term of this Agreement may be extended upon a writing executed by the Executive Director of Community Development Agency and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below-: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. 2 b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City ~vith required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to indemnify, defend and hold harmless City, its officers, agents, volunteers and employees from any and all loss or damage, and ti'om any and all suits, actions and claims filed or brought by any person or persons, however caused, arising out of Consultant's and Consultant's employees' and subcontractors' negligent performance or failure to perform, any and all things necessary to and required to be done by Consultant, pursuant to the provisions of this Agreement. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6549 and, 4 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Liz Rooney, President, CEO Out & About TV P.O. Box 15373 Newport Beach, CA 92659 Telefacsimile 949-722-0862 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, fbderal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may not be terminated by either party. However, if the City does not approve the final version of the 120 second video segment, said segment shall, upon City's request, be cut from the final production. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shaI1 comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 1N WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Clerk of the Council CITY OF SANTA ANA (~~~L REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney Laura Sheedy / Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT Jot~ 15. Reekstin Executive Director of the Community Development Agency Employer ID # or Individual SS # 01~11/2003 08:27 949-722-0862 OUT AND ABOUT I'q ~ PAGE 02 January l0, 2003 Patricia Nunn 20 Civic Center Plaza Santa Aua, CA 92702 Re: Video Production Services Dear Patty: . Thank you for selecting Rodncy Rooney Productions, Inc. DBA "Out & About TV" (the "Company") to produce your video infomercial advertising your business. Tiffs agreement will outline the terms of the Company's services and our respective obligations to one another. The Company has been engaged by City of Santa Ann ("YOU") to produce a "streaming" video segment o£approximately One-Hundred Twenty (120) seconds in length which will consist of an infomercial advertising your business (the "¥id~o Se~menf').' The Company will shoot, script and produce the Video Segment as more fully described on Exhi"oit "~' tS this agreement. You will select the features and aspects of your business to be the subject of the Video Segment, subject to the suggestions and reasonable approval of'the Company. The Video Segment will be aired on selected interact websites under the control of the Company, and other medium-q, as value-added (at the discretion of the Company), for a period of twelve (12) months from the completion of the production of the Video Segment. In addition, during the twelve month period, all or a portion of the Video Segment will be included in the entertainment program being produced for the Anaheim/Orange County Visitor & Convention Bureau (the "Bureau"), tentatNely entitled "Out&About O.C." (the "Eh ' am"), if you are a member of'the Bureau. The Company will edit the Video Segment as it deems appropriate for inclusion in the Entertainment Progran~. Of course, the Company cannot be liable for the interruption in any streaming of the Video Segment as a result of events or proble~ms beyond its control. The Company v~ll not be responsible for any content of the Video Segment provided by you, whether in the script or video. You represent that all information and materials to be pro'Wded by you to the Company will be accurate, and no other person shall have any interest therein. EXHIBIT 81/11/2883 08:2? 949-722-08G2 OUT ~ND ~EOUI IV ~ ,. P~65 83 Page 2 The Company's fee for airin~disseminating the Video Segment az described above shall be Seven-Thousand Five-Hundred Dollars ($7500) due and payable upon the execution of this agreement. Ali payments under this agreement should be made payable to "Out & About TV." In the course of producing, scripting and shooting the Video Segment, you agree to comply with all reasonable requests of the Company, and to provide access to all documents and facilities reasonably necessary for the Company to perform its obligations under this agreement. You agree to meet all scheduling deadlines and requirements, and to have all persons and shoot areas available at the time designated by the Company. You will also obtain any necessary permits and/or releases required in connection with the Video Segment shoot. In order to produce the Video Segment in a professional manner, the Company may request that you post at various locations in the shoot area, copies of notices of the impending fil.ming (to be supplied by the Company), prior to the scheduled Video Segment shoot. The Video Segment, and all copies thereof, and all work product and materials relating to the Video Segment, shall be and remain, the exclusive properBt of the Company. You agree not to use, or permit the use of, for any purpose, any portion of the Video Segment without the prior written consent of the Company. You will not duplicate, or permit the duplication of, the Video Segment, or otherw/se permit any public display thereof. The Company reserves the right to use portions ofthe Video Segment in other programs, videos, and other productions of the Company, without payment, obligation or liability to you. This agreement contains our entire agreement regarding the Video Segment. It may be amended only in a writing executed by both parties. California law shall govern the terms of our agreement, with the Superior Court of California, County of Orange, being the sole jurisdiction and venue for aay disputes. Attorneys' fees and costs shall be awarded to the prevailing party in any dispute. If the foregoing is acceptable, please execute a copy of this agreement where indicated, and return it to the undersigned as soon as possible. Very truly yours, OUT & ABOUT TV '~ 8'1./&Z/2803 88:27 949-722-8~62 OUT AND ,~BOUT TV '-, PC, GE 84 Page 3 AGREED and ACCEPTED tbJs 10m day of January 2003, at Santa Aha, Cal/fornia. BY: NAME: TITLE: 81~11/2003 08:27 949-722-8862 OUT AND ABOUT TV ~ ~, PAGE 05 EXHIBIT "A" 120-second video segment highlighting selected features of City of Santa Ana Production Includes: *Scripting of segment Previous marketing items will be furnished by City of Santa Aha *Script Approval *Storyboard *Storyboard Approval *Scheduling of Shoot *Production *Post-Production *Finished Product Approval (ix) EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is aflbrded by the provisions of Policy # relating to the following: I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing ~vith any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the Clerk of the Council, City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to ., this endorsement form as a part of Named Insured Countersigned by Authorized Representative A¢ORD CERTIFICATE OF LIABILITY INSURANCE PRODUCER (949)348-7400 FAX (949)348-2373 Al'pel Insurance Agency, Inc. License #0746539 26522 La Alameda, Suite i90 Mission Viejo, CA 92691 INSURED OUT AND ABOUT T.V. P.O.BOX - 15373 NEWPORT BEACH, CA 92659-5373 OF J DATE (MM/DD/YY) O4/01/2003 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFQRDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS LTR TYPE OF INSURANCE POLICY NUMBER DATE (MM/DD/YY) DATE (MMIDD/YY) LIMITS GENERAL LIABILITY ~A5040153703 04/02/2003 04/02/2004 EACH OCCURRENCE $ 1,000,000 ~-- COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $ 1,000,000 I CLAIMS MADE ~T~ OCCUR MED EXP (Any one person) $ 10,000 A __ PERSONAL & ADVINJURY $ i ~ 000 , 000 J GENERAL AGGREGATE $ 2, 000,000 ~-N'L AGGREGATE LIMIT APPLIES PER PRQDUCTS - COMP/DP AGG $ 2,000,000 AUTOMOBILE LIABILITY PAS0401S3703 04/02/2003 04/02/2004 COMBINED SINGLE LIMIT -- ANY AUTO (Ea accident) $ 1,000,000 ALL OWNED AUTOS BODILY INJURY -- SCHEDULED AUTOS (Per person) $ A ~- HIRED AUTOS -- BODILY INJURY X NON OWNED AUTOS (Per accident) $ -- PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO i ,k?~ ~ [ AuToOTHER THANoNLY: EAACCAGG $$ EXCESS LIABILITY ~ ~ ....... AGGREGATEEACH OCCURRENCE $$ I OCCUR ~ CLAIMS MADE $ WORKERS COMPENSATION AND i¢~,~L,~,~_s j i~~. EL DISEASE POLfC~J~-T]'~ OTHER PA5040153703 04/02/2003 04/02/2004 Limit:~$40,000 A ~roperty Special Form Deductible: $ 250 :ertificate holder is listed as additional insured per the attached endorsement. ~TE HOLDER J I ADDITIONAL INSURED; INSURER LETTER CANCELLATION The Community Redevelopment Agency of the City of Santa Ana& City of Santa Aha Attn: Deborah Sanchez 20 Civic Centerr Plaza M-25 Santa Ama, CA 92701 FAX: (714)647-6549 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ~i~(~-~'~Al~~ MAIL ~ 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, AUTHORIZED REPRESENTATIVE Tony Alessandra/KEVIN ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # D,~coDq 01 ~3'TtD ~ relating to the following: 1. The Community Redevelopment Agency of the City of Santa Ana, and the City of Santa Ana, both located 20 Civic Center Plaza, Santa Ana, California 92701; and their respective officers, employees, agents, volunteers and representatives are nan~ed as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the Community Redevelopment Agency of the City of Santa Ana, 20 Civic Center Plaza (M-25), Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective 0~2'/L003 ~ Oq/o 2.,/z..ao q ,thisendorsementformasapartof Policy # Pl~'~ 0 qO I~'~t-'40.~ Issuedto .~ofl~"l ~.o~lxt~ pR.~aa~t',,..g ~..~'~t- ~8~: od'~-~ ,~o~'Je' ~. [/. .t .,I Named Insured Countersigned by ~d Representative