HomeMy WebLinkAboutresolution.council.015-99 RESOLUTION NO.
SERIES OF ~999
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF
ASPEN AND HUNT GROUP PRODUCTIONS, INC. FOR THE PRODUCTION AND
DELIVERY OF A FILM ABOUT THE IMMEDIATE AND LONG-TERM GOALS AND
BENEFITS OF THE ENTRANCE TO ASPEN PROJECT, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
WHEREAS, there has been submitted to the City Council an Agreement between the
City of Aspen ("City") and Hung Group Productions ("Professional"), a true and accurate copy
of which is attached hereto as Exlfibit "A";
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Aspen,
Colorado,
That the City Council of the City of Aspen hereby approves that lease Professional
Services Agreement between the City of Aspen and Hunt Group Productions, a copy of which is
annexed hereto and incorporated herein, and does hereby authorize the City Manager of the City
of Aspen to execute said agreement on behalf of the City of Aspen.
RESOLVED, APPROVED, AND ADOPTED this 22nd day of February, 1999, by the
City Council for the City of Aspen, Colorado.
Ii Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is
a tree and accurate copy of that resolution adopted by the City Council of the City of Aspen,
Colorado, at a meeting held on the day hereinabove stated.
Katl~n S. K~I~, ~ity' Clerk
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement made and entered on the date hereinafter stated, between the CITY OF
ASPEN, Colorado, ("City") and Hunt Group Productions, 5500 Upper Cattle Creek,
Carbondale, Colorado, 81623, ("Professional").
For and in consideration of the mutual covenants contained herein, the parties agree as
follows:
1. Scope of Work. Professional shall perform in a competent and professional
manner the Scope of Work as set forth at Exhibit "A" attached hereto and by this reference
incorporated herein.
2. Completion. Professional shall commence work immediately upon receipt of a
Notice to Proceed from the City and complete all phases of the Scope of Work as expeditiously
as is consistent with professional skill and care and the orderly progress of the Work in a timely
manner. The parties anticipate that all work pursuant to this agreement shall be completed no
later than April 22, 1999.
3. Payment. In consideration of the work performed, City shall pay Professional a
sum not to exceed forty five thousand dollars ($45,000.00), including an initial deposit of
$22,500.00 by February 26, 1999; a draw at telecine transfer of $11 250.00 and the $11,250.00
balance due within twenty one (21) days of completion and delivery of final, approved product.
4. Non-Assignability. Both parties recognize that this contract is one for personal
services and cannot be transferred, assigned, or sublet by either party without prior written
consent of the other. Sub-Contracting, if authorized, shall not relieve the Professional of any of
the responsibilities or obligations under this agreement. Professional shall be and remain solely
responsible to the City for the acts, errors, omissions or neglect of any subcontractors officers,
agents and employees, each of whom shall, for this purpose be deemed to be an agent or
employee of the Professional to the extent of the subcontract. The City shall not be obligated to
pay or be liable for payment of any sums due which may be due to any sub-contractor.
5. T_g_rmim.0.~. The Professional or the City may termh~ate this Agreement, without
specifying the reason therefor, by giving notice, in writing, addressed to the other party,
specifying the effective date of the term'mation. No fees shall be earned after the effective date of
the termination. Upon any term'marion, all finished or unfinished documents, data, studies,
surveys, drawings, maps, models, photographs, reports or other material prepared by the
Professional shall become the property of the City. Notwithstanding the above, Professional shall
not be relieved of any liability to the City for damages sustained by the City by virtue of any
breach of this Agreement by the Professional, and the City may withhold any payments to the
Professional for the purposes of set~off until such time as the exact amount Of damages due the
City from the Professional may be determined.
6. Covenant Against Contingent Fees. The Professional warrants that s/he has not
been employed or retained any company or person, other than a bona fide employee working for
the Professional, to solicit or secure this contract, that s/he has not paid or agreed to pay any
company or person, other than a bona fide employee, any fee, commission, percentage,
brokerage fee, gifts or any other consideration contingent upon or resulting from the award or
making of this conlract. For a breach or violation of this contract without liability, or in its
discretion to deduct from the contract price or consideration, or otherwise recover, the full
mount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
7. Independent Contractor Status. It is expressly acknowledged and understood by
the parties that nothing contained in tlfis agreement shall result in, or be construed as establishing
an employment relationship. Professional shall be, and shall perform as, an independent
Contractor who agrees to use his or her best efforts to provide the said services on behalf of the
City. No agent, employee, or servant of Professional shall be, or Shall be deemed to be, the
employee, agent or servant of the City. City is interested only in the results obtained under this
contract. The manner and means of conducting the work are under the sole control of
Professional. None of the benefits provided by City to its employees including, but not limited
to, workers' compensation insurance and unemployment insurance, are available from City to the
employees, agents or servants of Professional. Professional shall be solely and entirely
responsible for its acts and for the acts of Professional's agents, employees, servants and
subcontractors during the performance of this contract. Professional shall indemnify City against
all liability and loss in connection with. and shall assume full responsibility for payment of all
federal, state and local taxes or contributions imposed or required under unemploymem
insurance, social security and income tax law. with respect to Professional and/or Professional's
employees engaged in the performance of the services agreed to herein.
8. ~. Professional agrees to indemnify and hold harmless the City, its
officers, employees, insurers, and self-insurance pool, from and against all liability, claims, and
demands, on account of injury, loss, or damage, including without limitation claims arising from
bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other
loss of any kind whatsoever, which arise out of or are in any manner connected with this
contract, if such injury, loss. or damage is caused in whole or m part by, or is claimed to be
caused in whole or in part by, the act, negligence, or other fault of the Professional, any
subcontractor of the Professional. or any officer, employee, representative, or agent of the
Professional or of any subcontractor of the Professional, or which arises out of any workmen's
compensation claim of any employee of the Professional or of any employee of any subcontractor
of the Professional. The Professional agrees to investigate, handle, respond to, and to provide
defense for and defend against, any such liability, claims or demands at the sole expense of the
Professional, or at the option of the City, agrees to pay the City or reimburse the City for the
defense costs incurred by the City in connection with, any such liability, claims, or demands.
The Professional also agrees to bear all other costs and expenses related thereto, including court
costs and attorney fees, whether or not any such liability, claims, or demands alleged are
groundless, false, or fraudulent. If it is determined by the final judgment of a court of competem
jurisdiction that such injury, loss. or damage was caused in whole or in part by the act.
omission, or other fault of the City, its officers, or its employees, the City shall reimburse the
Professional for the portion of the judgment attributable to such act, omission, or other fault of
the City, its officers, or employees.
9. Professional's Insurance. Professional agrees to procure and maintain, at its own
expense, a policy or policies of insurance sufficient to insure against all liability, claims,
demands, and other obligations assumed by the Professional pursuant to Section 8 above. Such
insurance shall be in addition to any other insurance requirements imposed by this contract or by
law. The Professional shall not be relieved of any liability, claims, demands, or other obligations
assumed pursuant to Section 8 above by reason of its failure to procure or maintain insurance, or
by reason of its failure to procure or maintain insurance in sufficient amounts, duration, or types.
10. City's Insurance. The parties hereto understand that the City is a member of the
Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the
CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of
Aspen Finance Department and are available to Professional for inspection during normal
business hours. City makes no representations whatsoever with respect to specific coverages
offered by CIRSA. City shall provide Professional reasonable notice of any changes in its
membership or participation in CIRSA.
11. Cornpleteness of Agreement. It is expressly agreed that this agreement contains
the entire undertaking of the parties relevant to the subject matter thereof and there are no verbal
or written representations, agreements, warranties or promises pertaining to the project matter
thereof not expressly incorporated in this writing.
12. Notice: Any written notices as called for herein may be hand delivered to the
respective persons and/or addresses listed below or mailed by certified mail return receipt
requested, to:
City: Professional:
Randy Ready, Asst. City Manager Steve E. Hunt
City of Aspen 5500 Upper Cattle Creek
130 South Galena Street Carbondale, Colorado 81623
Aspen, Colorado 81611
13. Non-Discrimination: pellalty. No discrimination because of race, color, creed,
sex, marital status, affectional or sexual orientation, family responsibility, national origin,
ancestry, handicap, or religion shall be made in the employment of persons to perform services
under this contract. Professional agrees to meet all of the requirements of City' s municipal code,
Section 13-98, pertaining to non-discrimination in employment:
14. Waiver. The waiver by the City of any term, covenant, or condition hereof shall
not operate as a waiver of any subsequent breach of the same or any other term, No term,
covenant, or condition of this Agreement can be waived except by the written consent of the
City, and forebearance or indulgence by the City in any regard whatsoever shall not constitute a
waiver of any term, covenant, or condition to be performed by Professional to which the same
may apply and, until complete performance by Professional of said term, covenant or condition,
the City shall be entitled m invoke any remedy available to it under this Agreement or by law
despite any such forbearance or indulgence.
15. General Terms.
(a) It is agreed that neither this agreement nor any of its terms, provisions.
conditions, representations or covenants can be modified, changed, terminated or amended,
waived, superseded or extended except by appropriate written instrument fully executed by the
parties.
(b) If any of the provisions of this agreement shall be held invalid, illegal or
unenforceable it shall not affect or impair the validity, legality or enforceability of any other
provision.
(c) The parties acknowledge and understand that there are no conditions or
limitations to this understanding except those as contained herein at the tune of the execution
hereof and that after execution no alteration, change or modification shall be made except upon a
writing signed by the parties.
(d) This agreement shall be governed by the laws of the State of Colorado as
from time to tune in effect.
IN WITNESS WHEREOF. the pa~'les hereto have executed, or caused to be executed by their
duly authorized officials, this Agreemem in three copies each of which shall be deemed an
original on the date hereinafter written.
Dated: ~//¢~/q~
ATTESTED BY: CITY OF ASPEN. COLORADO:
4
IIII BIIP
I~RODUCTION AGREEMENT
:! This cJontract between Hunt Group Productions, I. nc~ (PRODUCER) and The City
Aspen (CLIENT) confirms the agreement between th'.e l~Xties that the PRODUCER
/. Will provide: Arriflex 16mm camera packag? film crew, Kodak film stock, lighting~
p, raphics, 2-4 pre-production days, p,-oducaon desiin, script writing (3 drafts), (m-
camera talent, location shooting, stock footage, voi~'-over, sound tracking, film
'pi'ocessing, video tape stock for mastering, film tele~ine transfer, food, lodging and.
travel to Denver for telecine transfer, one offline edi% one online edit, o.ne digital
dasher aml one Betacam master dub which are in the Opinion of the producer
n:.ecessary to complete the following described prod.gctions:
) SEE ATTATCHED PRODUCTION DESCRIPTION "A"
! PORTION OF THT,q CON,tRACT.
PRODUCER will shoot in the 16mm ~m ltbrmat andledit the product/on using tl'i~
D'ig- g$ !
~ta component format. I ~
T.he contract price ~x411 include all production costs omllned above except for addifimml
~' atithorized extras required by the CLIENT ,fft,r the anginal a cement wax made.iA. Il
<.. aqlditional extras d~ ly authorized by the chcnt must be ~n writing, i
~':- The PRODUCER will provide the CLIENT a completed production, ready for ~se on 6,'
:" ~.4fbr¢ T-I~.,~/22, {q~Q i
I ~e PRODUCER and the CLIENI hereby agree tha~ ~.he CLIENT roll pay the ·
:,.:,. PRODUCER the following amounts in accord with th~ follOwing timetables.
,~, A! Trial contract price (package rate) $ 45,000.00
?. B.;. initial deposit $ 22,Sl~t.00 ¢7
ii:.: Draw (at tcleoine transfer) $11,2~,0.00
D.! Balance due upon completion . ' $11,25~).00
.:. ! have read and agreed to the'General Conditions pgrtion of this contract.
Tgi:; a~eement is executcdthis 8* day of' February 1999.
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' Mailing'address
This proposal is void after 30 days. Draws are d~e will' in '/2 hfs of request.
5SP,0.UPPER CA"( I'LE CREEK, CARBONOAI.E, COLORADO 81¢.;2.3 Iq. tONE 970,963.8768 FAX 970.70.'!,
- ~ .- IvZ~,o'-{i
PRODUCTION DESCRIPTION "A"
"ENTRANCE TO ASP:EN"
:Hunt Group Productions in cooperationWith key'personnel from The City of
Azpen will produce a 6 to 8 minute film designed to:educate thc general publi~ abo~t
the immedlat6 and long-term goals and benefits of.t~e plan0ed entrance to the City',
of Aspen, Colorado. ~
:?I'° accomplish this HGP will utilize a variety of imag~ (visual and graphic
interviews, comments, statistics, time-lapses and un4:omplicated language agreed
by both parties and designed through the scripting process.I ggGP understands that
the average citizen does not have a complete knowledge of all the +arious a~Peets
iztvoivcd in this important project. Therefore, the ultimate goal of this film will be
p~ovide an overall picture of the plan in an impartial manner.
HGP will present this information in such a way as to satisf.v as wide a range of tl~e
pspulation as possible.
The style of this production will be an upbeat and ~reative documentary with a
to~tcb of humor to make our points. Also taking int~ consideration the importance
o~ the quality of life found here~ In order to maintaim optimum audience attention
th~ production will move at a medium to brisk pace~ HGP tmderstands that a ~'slicl~
or flashy look" will not serve our goals, but that a high quality, informative and
impartial style will leave the audience with a positive ou~tlook toward this project.
?
OENERAL COND1TIOiNS
t,) The Client has the assurance of the Producer that cdr services shall be rendered h~
: good thith and in a professional manner. The diem'shall have tho benefit of all
guarantees and warranties issued to either the Client or the Producer against suppliers!
m~d ma. nufacturcrs and may enforce such at Client's'. expense
2.) The contract shall be governed by the laws of the State el'Colorado.
3.) 1~ tbr any reason the Cli~t gains possession of the 15reduction product without
'oayment of the full amount due, then the Client shal! pay alt amounts due upon
demand from the Producer. If the Client has not pai!i all amounts within twenty.t'om
hours of demanc[, the Client sball voluntarily and in!elligentiy and knowingly waives ~
als rights to a hearing prior to losing possession of~e property by means of a court
order pursuant to C,R,C.P., Rule #104, :
4.) Client acknowledges that ifa court action is instituted by the Producer for the
· ,'~covery of thc production product or for collectionlof~,ny 6utstanding aauounts, thc!~
- ~he Client shall be responsible for 'all reasonable aItqrney s fees, plus thc court cost?;
: 'incurred in the prosecution of the case.
5.) Client hereby agrees to allow the Producer to eharg~ interest at the rate of eightee,
percent (18%) per annum on an) outstanding balante more than ten days delinq'ucnl
; out in no case shall thai charge be less than a ten (lq.00) dollar late charge.
6,) f£th~ client cancels previously authorized productio~ p.qor to its completion or
relhses to pay for the production product, then the C~lient forfeits its initial deposit and
, the Producer shall be entitled to charge the custome~ tb:c all completed productitn
: which has ah'eady been perforated, so long as said charge does not exceed the
I original contract price, .
~.~ This contract represents the entire agreement belwe~n the I reducer and the Clienf.'
This contract cannot be changed or modified except' by further written agreemem
! :~ign~d by the Producer and the Client.
8.) it is acknowledged by the Client that pre-production{ me,tings and script writing arc 1
- for the designing of the production and tim any chagge~ necessary should be made a!
.'.hisaddi~ionattime. Editcost changeSto Client.requested by Client after the;final, On-line edit will be an i'
9.) 'the contract price quoted is for delivery in Carbonc/ale, Colorado, at the Office of the}
~ ~roducer. !
t 0~, ) The producer hereby expressly warfares the q ua[it)~ of the production l~or
· i; btll dl~s not'warrant the product medimu on which ihe' product for airing is record~ed.~
~ She/aid the medium fail through the ~hUlt of the Cfi.cBt or the manufacturer of thc
: prddnct, then the Producer shall be held harmless. T~e, Client is fully responsible For ~
i the care and handling of the master product, i ~
I 1:? ) ~roducer shall not be responsible for any losses ~suRing if thefulfil [ment o~:m~y
. . o.[ the terms of this agreement is delayed or prevented by ci¥il disorder, wars, st/kcs,2
: fires, floods, acts of God, or by any other cause not ~ithin the control of the Produce~..
12,) AI~ stock Ibolage used in an individual production i.* the prope~x~'y of Producer
i'roducer retains all rights to its usage. : ;
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