HomeMy WebLinkAboutContract 32658 CITY SECRETARY.1 ._
Page 1 of 9 CONTRACT NO.
COMMUNITY MOVIE AGREEMENT
This Agreement is made and entered as of this day of l� `1-2005,by and
between CGI Communications Inc., 130 E. Main Street, Granite Building 8h floor, Rochester,
NY 14604("CGI") and the City of Fort Worth,Texas a municipality of the State of Texas
located at 1000 Throckmorton Street, Fort Worth,TX 76102 ("the City")(collectively CGI and
the City may be referred to as the"Parties").
WITNESSETH:
WHEREAS, CGI, through its e-LocalLink division creates streaming low-bandwidth and high-
bandwidth dial up movies and mini-commercials, and its NY based data-facility houses its
streaming video servers; and
WHEREAS, CGI wishes to expand its presence in Texas; and
WHEREAS,the City wishes to acquire from CGI certain streaming video services;
NOW THEREFORE, in consideration of the mutual promises and covenants herein, it is agreed
as follows:
1. CGl's Perfomnance. CGI agrees to provide the following to the City:
A. A Website Welcome video from the City's Mayor or other civic leader of the
City's choice. The video will be at least one (1)minute in duration;
B. A Community Movie Showcase designed to highlight the community of Fort
Worth.
i. The Community Movie Showcase will contain at least eleven(11)
"primary"videos that will be organized as chapter(topic)headings.
Each"primary"video will be at least one(1)minute in duration;
ii. Each"primary"topic heading will contain up to twelve (12)
"secondary"videos that will be organized as sub-chapter(topic)
headings relative to the"primary"topic heading. Each"secondary"
video will be at least one(1) minute in duration;
iii. The cumulative total of video produced will be a minimum of thirty
five(35)minutes;
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iv. "What's New in Fort Worth"video, produced quarterly throughout the
term of this agreement;
C. A video production crew to Fort Worth to shoot Fort Worth locations of the
City's choice for inclusion in the Community Video;
D. Assistance to the City in writing scripts for the Community Videos based on
guidance from the City in developing the overall message of the video(s). The
parties agree that the City will have editorial control over the content of the
scripts and that no script will be used by CGI without final approval by the
City; CGI will provide all necessary tools and resources to assist the City in
writing the script;
E. Post-production editing of the Community Videos, including but not limited
to providing professional voice-overs, script writing, and background music.
The parties agree that the City will have editorial control over the content of
the Community video and that the Video will not be used by CGI without
final approval by the City;
F. Audio voiceovers will be produced in two (2) languages (English and
Spanish). The Community Movie Showcase Panel will display an option to
"change language". The default language setting will be English.
G. Ongoing, monthly updates to the City's Community Video; the City shall
have the right to choose the topic for any updates finished videos will also be
provided to CGI by the City; up to ten (10)minutes of the updated video will
be stored on CGI's server with a link provided by CGI to the City for the
City's website homepage;
H. The parties agree that the City will have editorial control over the content of
the Community Video and no updated Video will be used by CGI without
final approval of the Community Video as a whole including updates by the
City;
1. Vmail and Desktop Video Communication(DVC) System to include
camera/microphone and software. DVC System will encode your recorded
videos into multiple streaming digital formats to play on all computer systems,
browsers, and connection speeds, including both WindowsMedia and
Quicktime with CGI's patent-pending One-Click Technology. DVC library
will have the capacity for 20 minutes of video and allowance for unlimited
Vmail sends/usage;
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J. Video Narrated Photo (VNP) System to provide capability for slideshows or
photo tours with an overlay panel for video commentary;
K. All video content as described herein(the City's Community Movies, monthly
update videos, DVC videos, and VNP videos) will be encoded into multiple
streaming video digital formats to play on all computer systems, browser and
Internet connection speeds, including,but not limited to, both Windows
Media and QuickTime. This encoding will include adding the Patent Pending
One Click technology to the City's Community Video so that the Community
Video can be accessed by the visitor to the City's website without the need to
download any software or update an existing video player;
L. Quarterly tracking data and trends in the number of visitors that directly link
to the City's Community Video page on the CGI server from the City's
website homepage link.
2. The City's Performance. The City agrees to provide the following to CGI:
A. A letter of introduction/support for the Community Video Program on the
City's letterhead. The City shall have absolute and uncontrolled final approval
of the contents of said letter;
B. Assist CGI in the preparation of the script and content for the Community
Video;
C. At the City's discretion, any video footage produced solely by the City to be
included in the Community Video and or any updates;
D. Reasonable use of the City's name in connection with CGI's marketing of its
Community Video Program;
E. A graphic link, approved by the City, on its website homepage to the
Community Video located on CGI's video server;
F. Provide CGI with exclusive streaming video rights regarding the Community
Movie that is subject of this Agreement and any updates to that Movie.
3. Term of the Agreement. This agreement shall commence upon the final date
executed by all parties("Effective Date") and shall expire three (3) calendar years
from that date. Both CGI and the City shall work cooperatively and in a timely
manner to ensure that reasonable and customary production timelines/deadlines are
established, agreed upon, and adhered to by both parties.
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4. Cancellation Time. The City reserves the right to terminate this Agreement, at its
sole discretion without penalty, upon thirty(30)days written notice to CGI. However,
this Agreement shall not be terminated less than one year from the date the City
makes a link available from its website to the Community Movie on CGI's server
("Go-live"Date).
5. Independent Contractor. In connection with this Agreement, CGI is considered an
independent contractor and as such will not have the authority to bind or commit the
City in any manner whatsoever. CGI shall have the exclusive right to control its
operations and activities and be solely responsible for the acts and omissions of its
officers, agents, servants and employees. CGI acknowledges that the doctrine of
respondeat superior shall not apply between the City and GCI. Nothing herein shall
be deemed or constructed to create a joint venture, partnership, or agency relationship
between the Parties for any purpose.
6. Marketing Obligation . Any and all marketing, production, sponsorship fulfillment,
printing, and distribution are the sole responsibility of CGI and or its subsidiaries.
CGI agrees that any sponsor or business advertised on CGI's server and which
appears in connection with the Community Video will be a business located either
within the City limits of Fort Worth,Texas or a business that is licensed to do
business in Fort Worth,Texas. CGI further agrees that it will not advertise
inappropriate sponsors or businesses in connection with this Agreement.
Inappropriate sponsors or businesses shall include but not be limited to businesses
whose primary purpose is to sell or promote alcohol, restricted or illegal weapons,
illegal drugs, sexually orientated businesses, or adult entertainment. The City shall
have the right to recommend businesses and sponsors for participation, and the City
shall have final approval of all sponsors and or businesses advertised on CGI's server
that appear in connection with the City's Community Video.
7. Advertising. CGI shall not use the City's name or any other identifying marks or
property for advertising or promotional purposes unless CGI receives prior written
approval from the City.
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8. Cost and Financial Liability. The City will assume no cost or financial liability for
the project.
9. Co t. CGI shall provide the City with a copy of the Master Community Videos.
CGI or its subsidiaries(s) will own the copyright to the Master Community Videos.
However, the City will be free to use the video for any non-commercial purpose it
chooses.
10. Indemnification. CGI agrees to indemnify and hold harmless, assume legal liability
for and defend the City and its officers, employees, agents, and servants, from and
against any and all actions, claims, demands, damages, fines, fees, liabilities,
assertions of liability, losses, costs and expenses, in law or in equity, including but not
limited to attorney's fees at trial and appellate levels, reasonable investigative and
discovery costs, court costs or claims for bodily injury or death of persons and for
loss of or damage to property, of every kind of nature whatsoever, which in any
manner directly or indirectly may arise or be alleged to have arisen, or resulted or
alleged to have resulted from the negligent, grossly negligent, intentionally wrongful
acts or omissions or other wrongful conduct of CGI, its employees, servants,
subcontractors and agents in connection with its performance pursuant to this
Agreement. However, CGI shall not be required to indemnify the City for injury or
damage caused solely by the gross negligence of the City. The Parties each agree to
give the other Party prompt notice of any claim coming to its knowledge that in any
way directly or indirectly affects the other Party. Nothing herein shall be construed
as consent by the City to be sued by third parties in any matter arising out of this
Agreement.
11. Evidence of General Liability Insurance. CGI shall provide to City a Certificate of
Insurance evidencing the existence of general liability insurance in the amount of
$100,000 per person and $200,000 per occurrence. The insurance company shall be
rated no lower than A-, XII by a rating firm such as A.M. Best or its equivalent, latest
edition. The City shall be given 30 days written notice if the policies are canceled or
changed in any way. CGI agrees to have its insurance policy endorsed to list the City
of Fort Worth as an additional insured as its interests may appear. The term City of
Fort Worth shall include its employees, officers, officials, agents or servants.
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12. No Discrimination. CGI agrees not to discriminate on the basis of race,religion, sex,
creed, national origin, handicap, marital status,or veteran's status in its operation
management and employment practices and with respect to availability and
accessibility of services to the public. CGI agrees to comply with all applicable laws
of the State of Texas and the United States of America, regarding such non-
discrimination and equal opportunity.
13. Public Records Law. CGI shall treat all documents created pursuant to this
Agreement as public records and abide by the Texas law governing public records.
14. Conformances with Law. CGI shall not commit any act in violation of federal law,
state or local ordinances.
15. Assignment. This agreement may not be assigned by either Party except with the
prior written consent of the other Party.
16. Waiver of Rights. No act of omission or commission of either Party, including
without limitation, any failure to exercise any right, remedy, or recourse, shall be
deemed to be a waiver, release, or modification of the same. The failure of the City
or CGI to insist upon the performance of any term or provision of this Agreement or
to exercise any right granted herein shall not constitute a waiver of the City's or CGI's
respective right to insist upon appropriate performance or to assert any such right on
any future occasion.
17. Notification. All notices,requests, demands, or other communications hereunder
shall be in writing and shall be deemed to have been served as of the delivery date
appearing upon the return receipts if sent by certified mail, postage prepaid with
return receipts requested, at the address listed below, or upon the actual date of
delivery, if hand delivered to the address below. Either party may change to the
below-listed address at which it receives written notices by so notices by so notifying
the other Party hereto in writing.
To: CGI Communications, Inc.
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130 E. Main Street
Granite Building 8`h floor
Rochester,NY 14604
Attention: Frank Buono, Executive Vice President
To: The City of Fort Worth Texas
1000 Throckmorton Street.
Fort Worth,TX 76102
Attention: Charles Boswell, City Manager
18. Headings. The paragraph headings are inserted herein for convenience and reference
only, and in no way define, limit, or otherwise describe the scope or intent of any
provisions hereof.
19. Severability. Should any section or part of this Agreement be rendered void, invalid,
or unenforceable by any court of law, for any reason, such a determination shall not
render void, invalid, or unenforceable any section or any part of any section of this
Agreement.
22. Interpretation. The Parties agree that this Agreement was drafted by both parties and
therefore will not be construed against the author.
23. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit
of the parties hereto and their representatives, successors and assigns.
24. No Third Party Beneficiary Rights. This agreement shall create no rights or claims
whatsoever in any person other than a party hereto.
25. Entire Agreement, Modification, No Waiver. This agreement represents the entire
Agreement between the Parties. This Agreement may not be altered or amended
except in writing, signed by the parties hereto. No waiver of any of the terms or
conditions of this Agreement shall be effective unless in writing and executed by the
party to be charged therewith. No waiver of any condition or of the breach of any
term, covenant, representation, warranty or other provision hereof shall be deemed to
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be construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition or of any breach of any other term, covenant,
representation, warranty or other provision contained in this Agreement.
26. Due Authority. Each Party to this Agreement represents and warrants to the other
Party that(a) they are duly organized,qualified and existing entities under the laws of
the State of Texas, and (b) all appropriate authority exists so as to duly authorize the
persons executing this Agreement to so execute the same and fully bind the parties on
whose behalf they are executing.
25. Force Majeure. The City and CGI shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held
liable for any delay or omission in performance due to force majeure or other causes
beyond their reasonable control (force majeure), including, but not limited to,
compliance with any government law, ordinance or regulation, acts of God, acts of
the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or
labor restrictions by any governmental authority, transportation problems and/or any
other similar causes.
26. Right to Audit. CGI agrees that the City shall, until the expiration of
three (3) years after expiration of this Agreement, have access to and the right to
examine at reasonable times any directly pertinent books, documents, papers and
records of CGI involving transactions relating to this Agreement. CGI agrees that
the City shall have access during normal working hours to all necessary CGI
facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give
CGI reasonable advance notice of intended audits.
27. Choice of Law/Venue. This Agreement shall be construed in accordance
with the laws of the State of Texas. If any action, whether real or asserted, at law or
in equity, is brought on the basis of this Agreement, venue for such action shall lie
in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first hereinabove written.
Frank/Buono, Executive Vice President
CGI Communications, Inc.
0 �
Charles Boswell, City Manager Marty Hendrix, CPy Secretary
City of Fort Worth, Texas City of Fort Worth, Texas
NO M&C REQUIRED
Assistant 6 y Attorney
City of Fort Worth, Texas
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