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Home My WebLink About07-073 - CGI Communications Inc - Community Video and Business Showcase Contract No. 6 7 0 73 CONTRACT FOR SERVICES This Agreement is entered into by and between the City of Tukwila, Washington, a noncharter optional municipal code city hereinafter referred to as "the City and CGI Communications, Inc., hereinafter referred to as "the Contractor whose principal office is located at 130 East Main Street, Rochester, New York. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Pavment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed zero dollars ($0.00). 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period as described in Exhibit A attached hereto and incorporated herein by reference unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold harmless the City, its officers, officials, employees and volunteers from any and all claims, injuries, damages, losses or suits, including attorney fees, arising out of or resulting from the acts, errors 0 or omissions of Contractor in the performance of this Contract, except for injuries and damages caused by the sole negligence of the City. 7. Insurance. A. The Contractor shall procure and maintain in full force throughout the duration of the Agreement comprehensive general liability insurance with a minimum coverage of $500,000.00 per occurrence /aggregate for personal injury and property damage. Said policy shall name the City of Tukwila as an additional named insured and shall include a provision prohibiting cancellation or reduction in the amount of said policy except upon thirty (30) days prior written notice to the City. Cancellation of the required insurance shall automatically result in termination of this Agreement. B. Certificates of coverage as required by Paragraph A above shall be delivered to the City within fifteen (15) days of execution of this Agreement. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This agreement may be terminated by either party for cause upon (30) days written notice. Cause is defined as failure of either party to perform any of the provisions of this Agreement within a reasonable timeframe. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Contractor shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Contractor to be provided under this Agreement on the basis of race, color, religion, creed, sex, age, national origin, marital status or presence of any sensory, mental or physical handicap. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement. This Agreement contains the entire Agreement between the parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the agreement. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. Page 2 of 3 CITY OF TUKWILA wNajdi Mayor, Steven M. Mullet 14. Notices. Notices to the City of Tukwila shall be sent to the following addresses: City Clerk City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 ATTEST/AUTHENTICATED: c a ye E. CantuMC, City Clerk APPROVED AS TO FORM: Office of the City Attorney BY: Office of Economic Development City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this g.:-) day of 2007 CONTRACTOR: BY: n Title: Pnnted Name: 1'V LaC' 1 ADDRESS: Z n[,. 1, EXHIBIT A City of Tukwila and CGI Services Contract Community Video Business CGI Communications, Inc. 130 East Main Street, 8th Floor Rochester, NY 14604 (800) 398 -3029 phone (585) 427 -0075 fax Showcase Agreement Name: Derek Speck Title: Economic Development Administrator Address: 6200 Southcenter Blvd. City, State, Zip: Tukwila, WA 98188 Phone: 206 433 -1832 Fax: Email: dspeck@ci.tukwila.wa.us Website: www.ci.tukwila.wa.us This agreement is between CGI Communications, Inc. and the City of Tukwila, WA and shall remain in effect from the date it is signed by both parties until the completion of the three years of videos available for viewing on the www.ci.tukwila.wa.us website homepage. The term of this agreement shall automatically renew unless either party gives 60 days written notice of termination or modification prior to expiration. CGI Communications, Inc. and its e- LocalLink division shall provide a Community Video Showcase as follows: Website Welcome video from your Mayor or other civic leader (approx. 1 minute in duration) 5 additional videos (approx 1 minute each in duration) to highlight various aspects of your community and /or organization Script writing and video content consultation A videographer to come to your location to film videos All aspects of video production and editing, from raw footage to final video including professional voiceovers and background music Final draft of Community Video Showcase content subject to your approval Patent pending OneClickTM 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® Store and stream all videos on CGI's dedicated server Viewer access of the Community Video Showcase from your website shall be facilitated by e- LocalLink providing HTML source code for graphic link to be prominently displayed on the WWW. CI.tukwila.Wa. US website homepage. Code will be provided immediately upon completion and approval of finished videos Business sponsors allowed on the perimeter of video panels Duration of sponsor participation will be one year and e- LocalLink is solely responsible for annual sponsorship fulfillment including all related aspects of marketing, production, printing, and distribution e- LocalLink will own copyrights of the master Community Video Showcase The City of Tukwila, WA will assume no cost or liability for this project Program Add -On if signed and received by 3/28/07 Encoding, hosting, and streaming of additional 5 minutes of video per month. Finished video content will be provided to CGI by the City of Tukwila, WA The City of Tukwila, WA shall provide the following: A letter of introduction for the program on your organization's letterhead Assist with the content and script for the Community Video Showcase Agrees to give e- LocalLink the right to use organization's name in connection with the preparation, production, and marketing of the program set forth herein only Agrees to place a graphic link on the WWW.ci.tukwila. Wa. US website homepage within 10 business days of receipt of HTML source code and have it remain there for the term of the agreement Provides e- LocalLink exclusive streaming video rights for the program described herein only Last printed 4/25/2007 9:16 AM