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Home My WebLink AboutSTARK CONTRAST PRODUCTIONS MEMORANDUM OF UNDERSTANDING THIS CONTRACT and AGREEMEijT (hereinafter referred to as "Agreement") was made and entered into this n day of ~ 2009, by and between the Augusta-Richmond County (hereinafter referred to as "ARC"), a political subdivision of the State of Georgia through its Board of Commissioners, (hereinafter "Board") and Stark Contrast Productions (hereinafter referred to as "SC Productions"). WHEREAS, ARC desires to record Commission meetings for record and public vIeWIng. SECTION I a. DURATION This Agreement shall commence on the date of execution and shall continue until such time as either party requests termination as outlined in the ("termination") section of this contract. Such option must be exercised in writing no less than thirty (30) days prior to the requested termination date. b. FUNDING SOURCE/COMPENSATION The Board shall issue payment to be made from funds derived from its general funds or any other funds lawfully available to it for such purposes to provide monies sufficient to fulfill its obligation. The City agrees to compensate SC Productions for the recording of Commission meetings, any other special events, production of media and all labor associated. This compensation shall be in the amount of $30.00 per hour and shall cover all expenses associated to include labor and equipment. c. INDEMNIFICATION SC Productions hereby waives, releases, relinquishes, discharges, and agrees to indemnify, protect, and hold harmless the ARC and the Board, and their respective employees, agents, partners, representative, directors, servants, attorneys, predecessors, successors, and assigns (hereinafter referred to as the "Indemnitees") from any and all claims, demands, liabilities loss, costs, and/or expenses for any loss or damage, including but not limited to bodily injury, personal injury, death, property damage, libel, slander, defamation, and/or invasion of privacy arising out of SC Production's performance under this Agreement as a result of any act of omission, whether intentional or negligent on the part of SC Production's employees, or agents, or as a result of the application or violation of any pertinent federal, state or local law, rule or regulation by SC Production's employees, or agents. 1 This indemnification applies notwithstanding the fact that third parties or the Indemnitees may be partially responsible for the situation resulting in the claim or the claim results in a monetary obligation that exceeds any contractual commitment. This indemnification extends to the successors and assigns of SC Productions, and survives the termination of the Agreement, and to the extent, allowed by law, the bankruptcy of SC Productions. This indemnification does not apply if the claim arises from the willful and wanton misconduct or sole negligence of the Indemnitees. If, and to the extent such damage or loss as covered in this indemnification is covered by the State Tort Claims Fund established and maintained by the Department of Administrative Services, SC Productions agrees to reimburse any and all amounts paid out by the State Tort Claims Fund. To the full extent permitted by the Constitution and the laws of the State of Georgia and the terms of the State Tort Claims Fund, SC Productions and its insurers waive any right of subrogation against the Indemnitees and insurers participating thereunder. SC Productions shall, at its expense, be entitled to, and shall have the duty to participate in the defense of any suit against the Indemnitees. No settlement or compromise of any claim, loss, or damage entered into by the Indemnitees shall be binding upon SC Productions unless approved in writing by SC Productions. No settlement or compromise of any claim, loss, or damage entered into by SC Productions shall be binding upon the Indemnitees unless approved in writing by the Indemnitees. d. TERMINATION The City may, in its sole discretion, determine that SC Productions is failing to substantially comply with the terms and conditions of this Agreement. The Board shall provide written notice thereof to SC Productions. The notice must identify specific incidents or circumstances comprising the failure of performance. As soon as is practicable, but no more than five (5) business days after receipt of said notice, the appropriate representative of both parties shall meet to discuss the complaint. In the event the complaint is not resolved within the amount of time mutually agreed upon by both parties, the Board may terminate this Agreement upon thirty (30) calendar days written notice to SC Productions. This Agreement may be terminated immediately in the event that any of the following occurs: SC Productions becomes insolvent or liquidation or dissolution of SC Productions is initiated; a voluntary or involuntary bankruptcy petition is filed by or against SC Productions under the United States Bankruptcy Code or any similar petition under any state insolvency law; an assignment is made by SC Productions for the benefit of creditors; a proceeding for the appointment of a receiver, custodian, trustee, or similar agent is initiated with respect to SC Productions. 2 Either party may terminate this Agreement by providing thirty (30) days written notice to the non-terminating party. SC Productions shall refund to ARC the previously paid monies for unearned services. e. AGENCY Neither Party becomes the agent of the other under this Agreement, and each will continue to perform its statutory functions and the functions transferred or retained under this Agreement at its own, sole cost and responsibility, independently of the other. Neither party will be responsible for the contracts, nor other obligations of the other except as specifically stated and transferred hereinabove. f. SEVERABILITY If any term or provision in this Agreement shall be deemed illegal or unenforceable; then, notwithstanding the offending terms or provisions, this Agreement shall remain in full force in effect and such terms or provisions shall be deemed stricken. g. ASSIGNMENT Neither The City nor SC Productions shall assign its respective obligations arising out of this Agreement, without the prior written consent of the other party. h. WAIVER The waiver by either party of any breach of any prOVlSlon contained in this Agreement shall not be deemed to be a waiver of such provision on any subsequent breach of the same or any other provision contained in this Agreement. i. OTHER PROVISIONS During the performance of this Agreement, the parties agree to abide by the terms of Executive Order 11246 on nondiscrimination and will not discriminate against any person because of race, color, religion, sex, or national origin. The participants will take affirmative action to ensure that applicants are employed without regard to their race, color, religion, or national origin. No member of or delegate to Congress, or resident Commissioner, shall be admitted to any share or part of this Agreement or any benefit that may arise therefrom; but this provision shall not be construed to extend to this Agreement if made with a corporation for its general benefit. The parties agree that any contracts developed and awarded pursuant to this Agreement and all work and procedures related to said contracts, shall, at all times, conform to the applicable federal and state laws, rules, regulations, orders and approvals, including specifically, procedures and requirements relating to labor standards, equal 3 employment opportunity, nondiscrimination, compliance with Americans with Disabilities Act, anti-solicitation, information, and auditing and reporting provisions. j. METHOD OF RECORDING AND MEDIA DELIVERY The recording of Commission meetings shall be done in an industry standard method. All audio and video recording shall be performed in a way to produce the highest quality available using the current environment. The recordings shall be performed in a professional manner with minimal impact to Commission meetings or special events. SC Productions shall produce three (3) copies of the Commission meetings. One (1) copy shall be delivered to Information Technology marked to the attention of Steve Smead, one (1) shall be delivered to Comcast's Augusta Production Office, and one (1) shall be delivered to Knology's Augusta Production Office. The method and exact location of media delivery to Comcast and Knology shall be coordinated with each agency. If any problems occur with the delivery to either media outlet SC Productions shall notify Information Technology immediately. Each delivery shall take place no later than the following day at 12:00 am. Other media outlets may be added at a later time. The Commission meeting schedule is posted on Augusta's web site and is subject to change. Care should be given to the verification and coordination of the exact date and time of each meeting through Augusta's Clerk of Commission. SC Productions shall not mark, label or insert any changes to the recorded media without the written approval of the City k. GOVERNING LAW This Agreement shall be construed in accordance with, and governed by, the laws of the State of Georgia, and jurisdiction shall lie in the Superior Court of Richmond County. I. COMPLETE AGREEMENT This Agreement sets forth all provisions and understandings between the parties. There are no provisions, understandings, representations, or inducements, either oral or written, between the parties other than those hereinabove set forth. It is further understood and agreed that no subsequent alteration, amendment, modification, change or addition to this Agreement shall be binding upon the parties hereto unless the same is reduced to writing and signed by the parties to this Agreement. 4 23. NOTICE All notices under this Agreement shall be deemed duly given upon delivery, if delivered by certified mail to the party at the addresses set forth below: Fred Russell ARC-County Administrator 530 Greene Street, Suite 806 Augusta, Georgia 30901 Jason Stark SC Productions President 1223 River Ridge Drive Augusta, Georgia 30909 24. REPRESENTATION AND WARRANTY EACH PARTY HERETO REPRESENTS AND WARRANTS TO THE OTHER THAT: (A) THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE OF ITS OBLIGATION HEREUNDER BY SUCH PARTY HA VE BEEN DULY AUTHORIZED, AND THAT THE AGREEMENT IS A VALID AND LEGAL AGREEMENT BINDING ON SUCH PARTY AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS; AND (B) THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER BY SUCH PARTY DOES NOT AND WILL NOT CONFLICT WITH, OR RESULT IN, BREACH OF ANY AGREEMENT, INDENTURE, OR OTHER INSTRUMENT BINDING ON SUCH PARTY. IN WITNESS WHEREOF, this Agreement is executed as the date first written above. Augusta-Richmond Coun SC Productions By: N am : red Russell Titl . l\.RC-County Administrator By: Na Tit .~' '." ~ [SEAL] ~'l 'tI _ (;1...; i ~ ..~ . \~~ ~ ~~~ .;>1 i~. ,. :~;; 0&<''' ~' ..\\ ~->>~, J' "'4#~ .~ ~ %~"".~~ .:' ,~ CllOl\GV+ ~~ .; ~~~~~"j ':,,.. [SEAL] 5