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HomeMy WebLinkAbout2018-09-10 18-358 Order 09/10/201818-358 09/10/2018 18-358 Community & Economic Development Order N/A Title, Order Authorizing Execution of an Agreement with Sutherland Weston for the Development and Production of Five to Six Video Stories about Bangor in the Amount of $20,000 This order will authorize a one year agreement with Sutherland Weston for the development and production of video storytelling. Earlier this year, city staff, at the direction of the Chair of the BED Committee, reached out to a handful of local marketing/video production firms to see how they might tell the City of Bangor’s story to assist with general marketing of the City as a great place to live and work. The goal of the project is to create 5-6 “stories” via a digital video campaign to help generate new business leads and develop a greater sense of pride in the city. The end result would be greater investment in the City. The digital campaign will result in a significant amount of data being available to the City, including how many people watch the videos, for how long, how many videos in the series were watched, and whether or not they take digital action (such as going to the City’s website and filling out a request for more information). Additionally, the City will be able to track how many viewers are watching from specific sources (email, website), and how often the link is shared so others are able to watch. Staff reviewed proposals from three firms and interviewed Sutherland Weston and Osborne Media. Both proposals were very good and staff is recommended Sutherland Weston. From a marketing perspective, it was important that we tell the story of the City in a way that is attractive and entertaining to those who aren’t familiar with any aspects of our community – the assets, local “celebrities,” history, potential, etc. In selecting a firm to tell our story, there were many aspects that we needed to consider. Sutherland Weston made the greatest impact when considering staffing, technology and the breadth and depth of their expertise. Business & Economic Development Committee 08/20/2018 Recommend for passage 50 Consent 09/10/201818-358 CITY OF BANGOR ORDER 09/10/2018 18-358 Nealley Authorizing Execution of an Agreement with Sutherland Weston for the Development and Production of Five to Six Video Stories about Bangor in the Amount of $20,000 WHEREAS, the city asked for proposals from video marketing firms to develop and produce video stories for Bangor; and WHEREAS, the City received four proposals and interviewed the two firms that presented the most comprehensive proposals; and WHEREAS, a selection committee interviewed representatives from two firms including Osborne Media and Sutherland Weston; and WHEREAS, the selection committee thought both proposals were good however, they felt that Sutherland Weston had greater depth and breadth of resources to do a multi faceted video campaign. Be it Ordered by the City Council of the City of Bangor that, Catherine M. Conlow, City Manager, is hereby authorized to execute an agreement with Sutherland Weston the development and production of up to six video stories for the purposes of marketing Bangor. Said agreement shall be for a term of one year and shall include, but not be limited to, the following terms and conditions: City participation in the concept and review of each video, the development of up to six videos, and a cost not to exceed $20,000. Said agreement shall be a final form as approved by the City Solicitor. 18-358 SEPTEMBER 10, 2018 AGREEMENT "BANGOR VIDEO STORYTELLING" THIS AGREEMENT made this day of 2018, by and between the City of Bangor, hereinafter called the City, and Sutherland Weston, hereinafter called the Contractor. THEREFORE, in consideration of the foregoing and other valuable consideration paid to the Contractor and with the parties hereto intending to be legally bound, the Contractor and City agree as follows: Article 1: Services: Contractor shall provide four to six videos and corresponding still shots to showcase the City of Bangor, highlighting education, development, and livability for the purpose of creating and retaining businesses and jobs. The videos shall include each of the four seasons. Services shall include providing/obtaining storyboard, scripts, interviews, actors, and appropriate locations. Services shall include pre -production, production (using equipment of Contractor), post -production, including editing the raw footage into video made available for review, comment, revisions, and City approval of the final cut. Contractor shall provide finished files suitable for web viewing and social media appropriate formats (with SRT files and iframes). Contractor shall not begin filming any video until the City has given its written approval of the concept for the video. Prior to commencement of work Contractor shall meet with the City of Bangor City Council's Business & Economic Development Committee to review its concepts for the project. All services shall be provided in consultation with the City. Article 2: Contractor's Performance: Contractor accepts the relationship of trust and confidence established between itself and the City by this Agreement and will endeavor to perform the services hereunder in the best and most expeditious and economical manner consistent with sound professional practices and consistent with the interest of the City. The Contractor shall be, and shall remain, fully responsible to the City for the technical completeness, sufficiency and accuracy of all professional services furnished by or under this Agreement. The Contractor shall, without additional cost or fee to the City, correct and revise any errors or deficiencies in its performance. The Contractor shall pay City for any loss, damages, or costs, including attorney's fees, resulting from Contractor's breach or default under this Agreement or incurred by the City for the replacement or correction of any part of the work hereunder which is deficient, defective or untimely. Article 3: Ouality of Service: Contractor shall perform its services with care, skill, and diligence, in accordance with the applicable professional standards currently recognized by such profession. 18-358 SEPTEMBER 10, 2018 The Contractor shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all videos, still shots, and other items and services furnished under this Agreement. Contractor shall comply with all federal, state and local laws, ordinance, codes and regulations in performing its services. If Contractor fails to meet applicable professional standards, Contractor shall without additional compensation, correct or revise any errors or deficiencies in its reports, surveys or other services. Article 4: Personnel; Independent Contractor: Contractor represents that it has, or will secure at its own expense, all personnel required in performing its services under this Agreement. Such personnel shall not be officers or employees of the City, or have any contractual relationship with the City. The project manager for Contractor shall be either Elizabeth Sutherland or Brad LaBree. Contractor further agrees that consistent with its status as an independent Contractor that its personnel will not hold themselves out to be, nor claim to be, officers or employees of the City by reason of this Agreement. Article 5: City's Representative: The City may assign an authorized representative, who will act as the City's representative in all dealings with the Contractor for this project. Contractor's performance hereunder shall be subject to the City's review and approval and said approval shall be a condition precedent to payment to Contractor. Said approval shall not be unreasonably withheld. Article 6: City's Responsibility: City agrees to furnish or provide access to Contractor any information or material in its possession which is relevant to and pertaining the project and brand and will cooperate with Contractor's to complete the project in a timely manner. City staff will cooperate with Contractor and Contractor will not, without the City's written consent, disclose, or permit disclosure by any officer, employee, agent or sub -contractors of Contractor, any information or material furnished or generated under this Agreement. Article 7: Performance: Contractor agrees to perform in accordance with all reasonable requirements of the City. City agrees to cooperate in helping to implement any time frame established. In the event of delay for reasons beyond its control and not its fault, Contractor may request necessary adjustments to said time frame. The City's representative may approve any adjustments and said approval will not be unreasonably withheld. Article 8: Releases 18-358 SEPTEMBER 10, 2018 Contractor shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work, or other property or rights belonging to third parties obtained by Contractor for use in performing the services. The City shall not provide Contractor with any materials, photographs, art work, or other property unless owned by the City or with permission of the owner. Article 9: Compensation: The City agrees to pay Contractor for the services hereunder according to the Schedule of Fees attached hereto. It is expressly agreed that the City shall receive all statements or bills for services provided under this Agreement, and shall guarantee all payments of the same to the Contractor, provided that, in no case shall the total payments for the services required for any project exceed the established budget without the express written approval of the City. Article 10: Payment Terms: Payment terms shall be based on time and materials. The Contractor will submit invoices for payment at monthly intervals. Payment for services will be due within thirty (30) days of the billing date. Article 11: Contract Term: The term of this Agreement will be for a period of one (1) years commencing with the execution of this Agreement. This Agreement maybe extended for a period of up to six (6) months if necessary to ensure that the required videos include each of the four seasons. Article 12: Ownership of Documents: All videos, still shots, or other material to be developed by Contractor under this Agreement shall be the property of the City and be promptly delivered to the City upon request. The Contractor shall be permitted to retain copies, including reproducible copies, of plans and specification for Contractor's information and reference. Contractor shall be responsible for the protection and/or replacement of any work or material in its possession, including materials provided to Contractor by the City. The Contractor understands and agrees that all documents and materials provided to the City hereunder are or may be public documents and as such will be available generally to the public. Reasonable use of any such documents by the City or the general public shall not be subject to a claim for infringement of any copyrights claimed by the Contractor in such documents. City has no responsibility for any use which may be made of them by any third parry and City may use them for any lawful purpose. 18-358 SEPTEMBER 10, 2018 Contractor and sub -contractors disclaim any liability to any parry other than the City for any reliance on the documents and further that the Contractor and sub -contractors disclaim any liability to the City if the materials are relied upon or used for any purpose for which they are not intended. Article 13: Indemnification: The Contractor shall indemnify, defend and hold harmless the City from and against all claims and actions, and all expenses incidental to such claims or actions, based upon or arising out of damage to property or injuries to persons caused or contributed to by the negligence or tortious acts of the Contractor or anyone acting under its discretion or control or in its behalf in the course of its performance under this Agreement, provided the Contractor's aforesaid indemnity and hold harmless Agreement shall not be applicable to any liability based upon the negligence of the City. In the event of a claim, suit, action or judgment arising out of the j oint, common or concurrent negligence of the City and the Contractor, or of their respective agents, servants or employees, the City and the Contractor shall each bear their respective proportionate share of the costs of investigating, defending and satisfying such claim, action or judgment. Proportionate share for this purpose shall mean the proportionate share of liability as determined by a court of competent jurisdiction in the trial of such claim, suit or action. The Contractor hereby expressly agrees that it will defend, indemnify and hold the City harmless from any and all claims made or asserted by Contractor's agents, servants or employees arising out of Contractor's activities under this Agreement. For this purpose, Contractor hereby expressly waives anX and all immunity it may have under Maine's Workers Compensation Act in regard to such claims made or asserted by Contractor's agents, servants or employees. The indemnification provided under this paragraph shall extend to and include any and all costs incurred by the City to answer, investigate, defend and settle all such claims, including but not limited to the City's costs for attorneys fees, expert and other witness fees, the cost of investigators, and payment in full of any and all judgments rendered in favor of Contractor's agents, servants or employees against the City in regard to claims made or asserted by such agents, servants or employees. Article 14: Insurance: Contractor will procure and maintain General Liability Insurance coverage in amounts not less than Four Hundred Thousand Dollars ($400,000) combined single limit for bodily injury, death, and property damage, and also Worker's Compensation Insurance coverage in the statutory amount. The City of Bangor shall also be named as an additional insured, to the extent its interest may appear, on all such policies of insurance. Contractor shall procure and maintain Professional Liability Insurance coverage in an amount not less than Two Hundred Fifty Thousand ($250,000) for all services provided herein. Contractor shall furnish and thereafter maintain certificates evidencing such coverage which certificates shall guarantee thirty (30) days notice to CITY of termination of insurance from insurance company or agent. 18-358 SEPTEMBER 10, 2018 Article 15: Sub -Contractors: None of the services covered by this Agreement shall be subcontracted without the prior written consent of the City. If specialists or sub -contractors are required to complete the services hereunder. Contractor shall propose such utilization for review and approval of the City. Contractor is and shall remain fully responsible for performances of all services hereunder. Article 16: Termination: a. For Cause: If Contractor or City fails to fulfill its obligations under this Agreement in a timely and proper manner, or violates any of the covenants of this Agreement, City or Contractor shall thereupon have the right to terminate this Agreement by giving written notice to the other parry of termination, and specifying the effective date thereof. In such event, all documents, studies and reports prepared by or for Contractor under this Agreement shall become the City's property and Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents. Notwithstanding the foregoing, Contractor shall not be relieved of liability to the City for any damages sustained by City by virtue of any breach of this Agreement by the Contractor, and the City may withhold any payments to the Contractor for the purpose of set-off until such time as the exact amount of damages due the City from the Contractor are determined. b. For Convenience: The City may terminate this Agreement upon thirty (30) days written notice to the Contractor. Upon termination, the Contractor shall be compensated for all services performed to the date of receipt of notice of termination, plus all reimbursable expenses then due. Upon termination the Contractor shall deliver to the City all materials accumulated in the performance of this Agreement whether completed or not, provided that, however: a. In the event of termination for convenience, the City shall hold harmless, indemnify and defend the Contractor against all losses, claims, and damages arising out of any use of such information and data for extensions to the project for which such information and data was prepared or for any other project; and b.Payment in full to the Contractor for all services rendered, and reimbursable expenses incurred at the time of delivery of such information and data. Article 17: No Assignment: Contractor shall not assign, sublet, sell, transfer or otherwise dispose of its interest in this Agreement without the prior written approval of the City which shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. 18-358 SEPTEMBER 10, 2018 Article 18: Nonwaiver: Except as expressly provided in this Agreement, the failure or waiver, or successive failures or waivers on the part of either party hereto, in the enforcement of any condition, covenant, or section shall not render the same invalid, nor impair the right of either party hereto, their successors or permitted assigns, to enforce the same in the event of any subsequent breach thereof. Article 19: Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently served if sent by First Class Mail addressed as follows, or such other address as they may designate in writing from time to time: To CITY: Catherine M. Conlow, City Manager City of Bangor 73 Harlow Street Bangor, Maine 04401 To CONTRACTOR: Elizabeth Sutherland Sutherland Weston 6 State Street Bangor, Maine 04401 Notice given in any other manner shall be deemed effective only when the written notice is actually received. Article 20: Disputes: In an effort to resolve any conflicts that arise during the design or construction of the proj ect or following the completion of the project, the City and Contractor agree that all disputes between them arising out of or relating to this Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise. Any disputes arising out of or in the course of this Agreement which are not settled by mediation may be resolved by litigation which shall be brought in Maine Superior Court for Penobscot County. Article 21: Compliance with Law: Contractor in its performance hereunder, shall comply with all applicable federal, state and local statutes, ordinances and regulations in effect at the time of the services provided by the Contractor. Contractor agrees to amend this Agreement, if necessary, to comply with such law or regulations. Article 22: Extent of Agreement: This Agreement, with its Exhibits, represents the entire and integrated Agreement between the City and Contractor and supersedes and replaces all terms and conditions of any prior Agreement, arrangements, negotiations, or representatives, written or oral with respect to this Agreement. This Agreement may only be modified by written agreement of the parties. 18-358 SEPTEMBER 10, 2018 Article 23: Changes: a. The City may, at any time, request Contractor to make changes within the scope of an established project that may increase the budget for the Contractor's fees. Contractor shall perform the change or extra work only after receipt of a change order to the purchase order for the Contractor's services in connection with the project. Such additional services and fees for the same shall be agreed upon the parties. b. The City will not be liable for any costs incurred by Contractor from performance of a change or extra work prior to issuance of a change order to the purchase order unless expressly authorized in writing. Article 24: Expenses: All expenses are included in the contracted price. Article 25: Cost Records and Accounting for Additional Services: Contractor shall keep accounts, books and other records of all its billable charges incurred in performing services to the City and shall itemize and submit its billings to the City in such a manner as the City may reasonably direct. If no such direction is given, Contractor shall maintain books and accounts of chargeable costs in accordance with generally accepted accounting practices consistently applied, and in such a manner as to permit verification of all entries made. For three years from final payment under this Agreement, CONTRACTOR shall preserve all such books and records, and shall upon three day's written notice make such records available to the CITY for purposes of verifying the costs chargeable under the Agreement. Article 26: Authority to Execute: By their signatures below, the parties mutually represent that they have taken all steps necessary to authorize the execution of this Agreement by their City Manager and designated corporate officer, respectively. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed on the day and year first above written. Witness: 18-358 SEPTEMBER 10, 2018 City of Bangor Catherine M. Conlow City Manager Witness: Sutherland Weston Elizabeth Sutherland Title: IN CITY COUNCIL SEPTEMBER 10, 2018 CO 18-358 MOTION MADE AND SECONDED FOR PASSAGE PASSED 20.) ler241Lf:vj CITY CLERK