HomeMy WebLinkAboutCGI COMMUNICATIONS, INC.City of Santa Ana
Clerk of the Council
AGREEMENT TERMINATION
Please complete this form when the attached agreement is no longer in effect.
Return form to the Clerk of the Council Office (M -30).
Call 647 -6520 if you have any questions.
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The agreement with -f-
No. -
and final payment has been made.
Department:
Phone/Ext.:
Signature:
Date: 0917
Page 1 of
Mitre - Ramirez, Norma c,900 7-ogs
From: Flores, Alma
Sent: Thursday, October 11, 2007 5:57 PM
To: Straka, Joseph; Mitre - Ramirez, Norma
Subject: CGI Communications
FYI, we are not going to move forward with the CGI Communications agreement after all.
ACma Tfores
City Manager's Office
City of Santa Ana
20 Civic Center -Plaza M -31
a
SantAna, CA 92702
714.647.6989 phone
714.647.6954 fax
aflores@santa-ana.org
APlease consider the environment before printing this e -mail.
10/29/2007
INSURANCE NOT REQUIRED N- 2007 -095
WORK MAY PROCEED
CLERK OF COUNCIL
DATE: 9- 6 -a 7
o: lm a FJorc�
A I AGREEMENT BETWEEN THE CITY OF SANTA
Alm
ANA AND CGI COMMUNICATIONS, INC. FOR THE
PROVISION OF A COMMUNITY MOVIE
SHOWCASE
This Agreement ( "Agreement ") is made and entered into as of this coo -fh
day of Se em�007, by and between the City of Santa Ana, a charter
city and municipal corporation duly organized and existing under the
Constitution and laws of the State of California, hereinafter referred to as
"CITY" and CGI Communications, Inc., a New York corporation,
hereinafter referred to as "CGI ".
WITNESSETH
WHEREAS, the CITY is authorized to enter into agreements for the
development and operation of internet links in conjunction with its existing
City of Santa Ana website homepage; and
WHEREAS, the CITY desires to retain a contractor having special skill and
knowledge in the field of production and editing of community promotional
videos and the technological knowledge and equipment to stream said videos
over the internet; and
WHEREAS, CGI represents that it has the financial, legal and technical
ability and the facilities and equipment to provide the services as set forth in
this Agreement; and
NOW, THEREFORE, in consideration of the promises and agreements
hereinafter made and exchanged, the parties covenant and agree as follows:
1. GRANT OF RIGHTS
The CITY hereby grants to CGI the exclusive right to link its Community
Movie Showcase service, as hereinafter specified, on the CITY's website
homepage pursuant to the terms and conditions of this Agreement. //
2. TERM OF AGREEMENT
This Agreement shall commence on the date set forth above, (the "Effective
Date ") and shall continue in effect for a period of approximately three (3)
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years (the " Term "), and shall expire on the thirty -first day of December,
2010 unless this Agreement is terminated earlier pursuant to the provisions
of this Agreement, or otherwise according to law.
3. COMMUNITY MOVIE SHOWCASE
A. CGI and its e- LocalLink division shall provide to the CITY a
Community Movie Showcase including the following:
(1). A Website Welcome video from the CITY's Mayor or other civic
leader;
(2). One each of an Education, Quality of Life, and Real
Estate /Relocation videos (approx. 1 minute each in duration)
(3). Up to 6 additional videos at CITY's option to showcase various
aspects of CITY's community and /or organization (providing a total of
ten 1- minute community highlight videos)
B. CGI shall provide all labor, materials, equipment and creative and
technical know -how necessary to produce the Community Movie Showcase
videos including, but not limited to, the following:
(1). Script writing and video content consultation;
(2). A videographer to film the videos at the CITY's locations;
(3). All aspects of video production and editing, from raw footage to final
video including professional voiceovers and background music;
(4). Final drafts of Community Movie Showcase videos content subject
to CITY's approval;
(5). Patent - pending "OneClick" Technology and encoding of all videos
into multiple streaming digital formats to play on all computer systems,
browsers, and internet connection speeds; recognized player formats
include WindowsMedia and QuickTime
(6). Store and stream all videos on CGI's dedicated server
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4. VIEWER ACCESS TO COMMUNITY MOVIE SHOWCASE
Viewer access of the Community Movie Showcase from CITY's website
shall be facilitated by e- LocalLink providing HTML source code for
graphic link to be prominently displayed on the CITY's website
homepage as follows: "Coming Soon" graphic link designed to
coordinate with existing website color theme to be provided within 10
business days of execution of this agreement; "Click Here to View Our
Community Movie Showcase" graphic link to be provided to replace the
"Coming Soon" link upon completion and approval of videos.
5. FINAL APPROVAL OF VIDEOS
CITY shall have final written approval of all Community Movie Showcase
videos produced pursuant to this Agreement prior to any of said videos
being made available for viewing via the link on the CITY's website
homepage. The City Manager of CITY or his /her designated representative
shall be responsible for providing the written approval to CGI.
6. LIMITATION ON BROADCAST OR TRANSFER
CGI agrees that except as provided in this Agreement, it shall not cause or
allow any portion of the Community Movie Showcase videos produced
hereunder, or any out - takes, edits or deletions thereof, or any still pictures
obtained therefrom, in which any officer, employee or elected official of the
CITY can be identified thereas, to be broadcast in any form or medium, nor
shall it sell, give or transfer any such video, or portion there of, or still
obtained therefrom in which any officer, employee or elected official of the
CITY can be identified as such, to any other person or entity not a party to
this Agreement without the written consent of CITY.
7. USE OF CITY SEAL OR LOGO
The CITY seal and logo are protected by the trademark laws of the United
States, and state and federal common law. Unauthorized use of the CITY
seal is also a violation of the CITY's municipal code. CITY hereby grants
CGI permission to use the CITY logo in the production and broadcast of the
Community Movie Showcase videos as specified in this Agreement. CGI
agrees to not use CITY's logo for commercial purposes outside of this
Agreement. CGI agrees to give proper credit to the City of Santa Ana. CGI
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agrees that reproduction or reuse except as expressly consented to by CITY
is strictly prohibited.
CITY does not grant CGI authority to use the CITY seal for any purpose.
8. COPYRIGHTS TO COMMUNITY MOVIE SHOWCASE VIDEOS
CGI shall have all rights to obtain and own the copyrights to the master
Community Movie Showcase videos produced hereunder. Except as limited
by Paragraphs 6 and 7, above, CGI has the right to use said videos as
allowed by copyright.
9. COST TO CITY
All costs required to be incurred in the fulfillment of the duties and
obligations under this contract shall be assumed by CGI. CITY shall assume
no cost for this project.
10. COMMUNITY MOVIE SHOWCASE SPONSORSHIP
CGI shall have the option at its sole discretion to obtain sponsorship of the
Community Movie Showcase videos and to place the sponsors on the e-
LocalLink link from the CITY's website homepage. Business sponsors
obtained shall be placed on the perimeter of the video panels of the menu for
the videos. CGI is solely responsible for obtaining said sponsors and for all
related aspects of the sponsorships including, but not limited to, marketing,
production, printing and distribution.
11. APPROVAL OF SPONSORS
CITY shall have the right to disapprove any potential sponsors to be retained
by CGI in connection with the Community Movie Showcase videos relating
to the CITY. CGI shall supply CITY with the name of any potential sponsor
prior to that sponsor being placed on the e- LocalLink site exhibiting the
Community Movie Showcase videos pertaining to CITY. CITY shall
expeditiously provide CGI with written approval or disapproval of the
potential sponsor.
L,
12. UPDATED VIDEOS
CGI agrees to provide updated Community Movie Showcase videos on a
regular yearly basis. Additionally, CGI agrees to expeditiously provide an
updated Showcase video at CITY's request prior to the yearly update in the
event of a significant change in status from that depicted on any Showcase
video. For example, if there is a turnover in CITY officials following an
election any video identifying the prior official may be replaced with a video
without that official or with the official's successor. The final decision as to
whether any or all videos need to be updated shall be made by the CITY
with input from CGI.
13. ADDITIONAL MONTHLY 5- MINUTE CITY VIDEO
In addition to the ten (10) potential Community Movie Showcase videos
(Section 3A, above), CGI agrees to provide the encoding, hosting, and
streaming of an additional 5 minutes of video per month. This additional
video shall be provided to CGI by the CITY.
14. CITY REQUIREMENTS
CITY agrees to the following:
(a). CITY shall provide to CGI a letter of introduction for the program on
CITY's letterhead;
(b). CITY shall assist with the content and script for the Community Movie
Showcase videos;
(c). CITY shall allow CGI to use the CITY's name in connection with the
preparation, production, and marketing of the Community Movie
Showcase videos provided for in this Agreement;
(d). CITY shall display the "Coming Soon" graphic link prominently on the
CITY's website homepage within 10 business days of receipt of the HTML
source code;
(e). CITY shall display the "Click Here to View Our Community Movie
Showcase" link prominently on the CITY's website homepage for the term
of this Agreement;
(f).CITY shall provide CGI exclusive streaming video rights for the
Community Movie Showcase videos set forth in this Agreement.
15. TERMINATION
Upon the occurrence of any one or more of the events of default hereinafter
described, this Agreement shall be subject to termination. Except as to
subparagraph (d) below, as a condition precedent thereto, the CITY will give
CGI such notice as provided below, by first -class mail or personal delivery
of the date set for termination thereof; the grounds therefor; and that an
opportunity to be heard thereon will be afforded on or before said date, if a
request is made therefor. As to subparagraph (d), CGI shall be in default if it
does not remedy the stated breach within 48 hours of telephonic or
electronic notice from CITY.
Events of Default:
(a). The failure of CGI to operate in the manner required by this
Agreement, where such failure continues for more than thirty (30)
days after written notice from the CITY to correct the condition
therein specified.
(b). The failure of CGI to produce and/or facilitate the operating link to
the Community Movie Showcase videos within a reasonable time
frame, where such failure continues for more than thirty (30) days
after written notice from the CITY to correct the condition therein
specified.
(c). The failure of CGI to maintain the maintain the Community Movie
Showcase link in a properly operating and satisfactory condition,
where such failure continues for more than thirty (30) days after
written notice from the CITY to correct the condition therein
specified.
(d). The failure of CGI to obtain written approval from CITY of each
Community Movie Showcase video prior to making it available for
online viewing and /or the failure of CGI to obtain approval of each
link sponsor prior to placing any such sponsor on the Community
Movie Showcase link to the CITY's website homepage, where such
failure continues for more than 48 hours after telephonic, electronic or
written notice from the CITY to correct the condition therein
specified.
D
(e). The failure of CGI to keep, perform, and observe all other promises,
covenants, conditions, and agreements set forth in this Agreement,
where such failure continues for more than thirty (30) after written
notice from the CITY for correction thereof, provided that where
fulfillment of such obligation requires activity over a period of time
and CGI shall have commenced to perform whatever may be required
to cure the particular default within ten (10) days after such notice and
continues such performance diligently, said time limit may be waived
in the manner and to the extent allowed by the CITY.
(1). The filing of a voluntary petition in bankruptcy by CGI; the
adjudication of CGI as bankrupt; the appointment of any receiver of
CGI's assets; the making of a general assignment for the benefit of
creditors; a petition or answer seeking an arrangement for the
reorganization of CGI under any Federal Reorganization Act,
including petitions or answers under Chapters X or XI of the
Bankruptcy Act; the occurrence of any act which operates to deprive
CGI permanently of its rights, powers, and privileges necessary for
the proper conduct and operation of the Community Movie Showcase
link to the CITY's website homepage ; the levy of any attachment or
execution which substantially interferes with CGI's operations under
this Agreement and which attachment or execution is not vacated,
dismissed, stayed or set aside within a period of ninety (90) days.
19. HOLD HARMLESS /INDEMNITY
CGI shall protect, defend, indemnify and hold harmless CITY, its officers,
officials, employees, volunteers and agents from and against any and all
liability, loss, damage, expenses, costs (including without limitation, costs
and fees of litigation of every nature) arising out of or in connection with
CGI's performance of its services under this Agreement, or its failure to
comply with any of its obligations contained in this Agreement, except such
loss or damage which was caused by the sole negligence or willful
misconduct of the CITY, its officers, agents, volunteers or employees.
21. NOTICE
Except as set forth in subsection 15(d), above, 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
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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:
Cleric 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 copies to:
and,
Executive Director of External Affairs
City of Santa Ana
20 Civic Center Plaza (M -31)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647 -6954
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 CGI:
Mr. Bob Bartosiewicz
CEO, CGI Inc.
130 E. Main Street, Granite Bldg, 11 h Fl.
Rochester, NY 14604
telephone (800) 398 -3029 ext 223
telefacsimile (585)427 -0075
email: bartosiewicz8 @hotmail.com
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,
federal, state, County or City holidays shall be excluded.
22. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between
CITY and CGI, 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 CGI. 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.
23. INDEPENDENT CONTRACTOR
CGI shall perform all services required herein as an independent contractor
of CITY and shall remain at all times as to CITY a wholly independent
contractor and not an employee of CITY. CITY shall not in any way or for
any purpose become or be deemed to be a partner of CGI in its business or
otherwise, or a member of a joint venture, or a member of any joint
enterprise with CGI.
24. LEGAL ACTION
The Superior Court of the State of California in the County of Orange shall
have the exclusive jurisdiction of any litigation between the parties arising
out of this Agreement. This Agreement shall be governed by, and construed
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under, the laws of the State of California. The rights and remedies of the
parties are cumulative and the exercise by either party of one or more of
such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any
other default by the other party. Service of process on CITY shall be made in
the manner required by law for service on a public entity. Service of process
on CGI shall be made in any manner permitted by law and shall be effective
whether served within or outside of California.
25. NON - LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer, official, employee, agent, representative, or volunteer of the
CITY shall be personally liable to CGI, or any subsidiary or successor in
interest, in the event of any default or breach by the CITY, or for any
amount which may become due to CGI or its successor, for breach of any
obligation of the terms of this Agreement.
26. FORCE MAJEURE
The time within which CGI is obligated to commence and to complete its
obligations under this Agreement shall be extended for a period of time
equal in duration to, and performance shall be excused on account of and
for, and during the period of, any delay caused by strikes, threat of strikes,
lockouts, war, threats of war, insurrection, invasion, acts of God, calamities,
violent action of the elements, fire, delays in electrical service provider
permit issuance, action or adoption of any regulation, law or ordinance by
any governmental agency, precluding CGI's performance.
27. INTERPRETATION, SEVERABILITY
The terms of this Agreement shall be construed in accordance with the
meaning of the language used and shall not be construed for or against either
party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply. The Section headings are for
purposes of convenience only, and shall not be construed to limit or extend
the meaning of this Agreement. Each provision of this Agreement shall be
severable from the whole. If any provision of this Agreement shall be found
contrary to law, the remainder of this Agreement shall continue in full force.
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28. ATTORNEY'S FEES
In the event suit is brought by either party to enforce the terms and
provisions of this agreement or to secure the performance hereof, each party
shall bear its own attorney's fees.
29. EFFECTIVE DATE
The Effective Date of this Agreement shall be the last date on which a party
executes this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the date and year first above written.
ATTEST:
PATRICIA E. HEAL
Clerk of the Council
APPROVED AS TO FORM:
Office of the City Attorney
By:
JO11
istant City Attorney
CGI Communicatio
By: I jlk/
BOB AARTOSIE
Chief Executive C
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CITY OF SANTA ANA
" n
DAVID N. AM
City Manager