HomeMy WebLinkAboutProfessional Service Agreement with Peppershock Media for Public Service Video for Mayor's Anti-drug CoalitionPROFESSIONAL SERVICES AGREEMENT
PUBLIC SERVICE VIDEO for MAYOR'S ANTI-DRUG COALITION
This PROFESSIONAL SERVICES AGREEMENT -PUBLIC SERVICE VIDEO for
MAYOR'S ANTI-DRUG COALITION ("Agreement") is made this ~ day of September, 2009
("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the
laws of the State of Idaho, on behalf of the Mayor's Anti-Drug Coalition ("MADC") ("Buyer") and
Peppershock Media Productions, LLC a limited liability company organized under the laws of the State
of Idaho ("Seller"). Buyer and Seller may hereinafter be collectively referred to as "Parties."
WHEREAS, the mission of the MADC is to work collaboratively within the community to
implement innovative, sustainable prevention strategies to achieve its vision of freeing our community
from the destructive effects of substance abuse; and
WHEREAS, the MADC seeks to further its mission by working with Seller to create a video
production that will educate the public about the mission, vision, objectives, and accomplishments of
the MADC;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants
herein contained, the Parties agree as follows:
I, SCOPE OF SERVICES.
A. Video piece. Seller shall produce and deliver to Buyer a professionally f nished video piece,
five to seven (5-7) minutes in length, which video piece shall promote the MADC and
educating viewers about the mission, vision, objectives, and accomplishments of the MADC.
B. Video content.
1. Script. Seller shall prepare a written script for the video piece, and shall work with the
MADC to edit and finalize such script according to the direction and approval of the
MADC.
2. Interviews. Seller shall create audio, visual, and video tapes of interviews with members
of the Meridian community for the purpose of discussing and promoting the mission,
vision, objectives, and accomplishments of the MADC, which interviewees shall include
the Mayor of the City of Meridian, Meridian youth and adult citizens, and the chair of the
MADC. Portions of these taped interviews shall be included in the finished video piece.
3. Talent. Seller shall recruit voice talent. Buyer shall recruit all acting talent, unless
otherwise agreed in writing. Seller shall create audio, visual, and video tapes to include
such voice and acting talent, for the purpose of audibly and/or visually describing the
mission, vision, objectives, and accomplishments of the MADC through performance
and/or voice-over narration.
PROFESSIONAL SERVICES AGREEMENT- PEPPC'RSHOCK MEDIA PRODUCTIONS FOR MADC PAGE 1 of 6
II. COMPENSATION.
A. Total compensation. Buyer shall make total payment to Seller for services rendered pursuant
to this Agreement in the total amount of $4,250.00. This amount shall constitute full
compensation for any and all services, costs, and expenses related to this Agreement.
B. Method of payment. Seller shall provide Buyer with a completed W-9 form and an invoice for
services and/or deliverables provided, which City shall pay within thirty {30) days of receipt.
Buyer shall not withhold any federal or state income taxes or Social Security tax from any
payment made by Buyer tG Seller under the terms and conditions of this Agreement. Payment
of all taxes and other assessments on such sums shall be the sole responsibility of Seller.
C. Payment schedule. Seller shall be paid per the following schedule:
1. Upon delivery of the final script to Buyer, Seller shall invoice Buyer in the amount of two
thousand one hundred twenty-five dollars ($2,125.00).
2. Upon Buyer's Final Acceptance of the video piece, Seller shall invoice Buyer in the amount
of two thousand one hundred twenty-five dollazs ($2,125.00), which amount represents
remaining balance due. "Buyer's Final Acceptance" shall occur upon:
a. Seller's completion and delivery of the final video piece to Buyer; and
b. Buyer's review and approval of the completed video piece or within seven (7) days of
delivery, whichever occurs sooner. The seven-day timeframe described herein may be
tolled only by Buyer's submission to Seller of written notice of complaint,
dissatisfaction, or dispute in the manner set forth herein. If no such written notice is
submitted within seven (7) days of delivery, the balance due shall be due and payable
without set-off.
IILT[ME OF PERFORMANCE.
A. Deadline. By 5:00 p.m. on Thursday, October 15, 2009, Seller shall deliver to Buyer the
finished video piece. This deadline may be changed by written agreement of the Parties. Buyer
shall not unreasonably withhold agreement to a modified deadline if production schedule is
delayed by talent schedule or other factors over which Seller has no control.
B. Time of the essence. Seller acknowledges that services provided under this Agreement shall
be performed in a timely manner. The Parties acknowledge and agree that time is strictly of the
essence with respect to this Agreement, and that the failure to timely perform any of the
obligations hereunder shall constitute a breach of, and a default under, this Agreement by the
party so failing to perform.
IV. CREATION. INTEGRITY. AND OWNERSHIP OE VH)EO PIECE.
A. Intellectual property rights. Buyer warrants that it is authorized and entitled to advertise the
City of Meridian and MADC and agrees to hold Seller harmless of and from any copyright
PROFESSIONAL SERVICES AGREGML•NT-PEPPEaSHOCK MEDIA PRODUCTIONS FOR MADC PAGE 2 of 6
infringements arising out of or in any way caused or connective with the use of these names in
the video piece. The digital images, raw and edited footage and all other artistic material shall
be the property of Seller or the copyright holder and may be protected by U.S. and International
Copyright Laws. Artwork created by Seller for the Buyer shall not be used by either Party in
other advertisements or projects without written permission, which shall not be unreasonably
withheld. It is recognized by the Parties that Buyer may copy, show, distribute, and/or
broadcast the video piece created by Seller an unlimited number of times and on various media,
including, but not limited to, at public and private meetings, public and private venues, and/or
via Internet or television.
B. Limited edition. Seller warrants and represents that the script and video piece created pursuant
to this Agreement have never heretofore been used, created, published, or copied and that Seller
is the sole creator of the video piece, its components, and the design and creation thereof.
C. Subcontracting or assignment of obligations. Seller shall not subcontract or assign any of its
obligations under this Agreement that require or that may require its artistic talent or expertise.
Seller may subcontract or assign obligations That do not require its artistic talent or expertise.
Any subcontractor or assignee shall be bound by all the terms and conditions of this Agreement.
D. Buyer to approve prior to distribution. It shall be the responsibility of Buyer to review the
video piece prior to broadcast or distribution thereof. After Buyer's Final Acceptance, Seller
shall not beheld responsible for inaccurate information or content, including but not limited to
phone numbers, address details, and/or other content. Seller shall not be liable to the Buyer for
any damages resulting from failure to include in the final video any items not specified in the
final, written script as approved by MADC.
V. INDEMNIFIC4TION• WAIVER. AND INSURANCE.
A. Indemnification. Seller shall indemnify, save, and hold harmless the City and any and all of
its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and
judgments for damages or injury to persons or property, and from any and all fosses and
expenses caused or incurred by Seller, its servants, agents, employees, guests, and/or business
invitees while on Buyer's premises or while fulfilling Seller's obligations under this
Agreement.
B. Waiver. Seller waives any and all claims and recourse against City, including the right of
contribution for loss and damage to persons or property arising from, growing out of, or in any
way connected with or incident to Seller's performance of this Agreement, whether such loss or
damage may be attributable to known or unknown conditions, except for liability arising out of
concurrent or sole negligence of Buyer or its officers, agents or employees. ,
VI. TER111INATIUN AND COMPLAINT.
A. Termination for cause. If either Party determines that the other has failed to comply with any
term or condition of this Agreement, violated any of the covenants, agreements, and/or
stipulations of this Agreement, falsified any record or document required to be prepared under
this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the
PI70FESSIONAI. SERVICES AGR6EMEM-PEYPERSI{OCK MEDIA PRODUCTIONS FOR MADC PACe3 of6
performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to
fulfill, its material obligations under this Agreement, the other Party shall have the right to
terminate the Agreement by giving written notice to the defaulting party of its intent to
terminate, and shall specify the grounds for termination. The defaulting party shall have seven
(7) days after receipt of such notice to cure the default. Tf the default is not cured within such
period, this Agreement shall be terminated upon mailing of written notice of such termination
by the terminating party.
i. Default by Buyer. In the event of termination for non-performance or default by Buyer,
Buyer shall compensate Seller for work actually completed by Seller prior to the date of
written notice of termination and any additional services and materia]s actually performed
or supplied prior to the date of written notice of termination, less payments of compensation
previously made, not to exceed the total amount of compensation allowed hereunder.
2. Default by Seller. In the event of termination for non-performance or default by Seller, all
finished and unfinished scripts, video footage, audio recordings, drawings, photographs,
plans, timelines, and/or any and atl other work products prepazed and submitted or prepared
for submission under this Agreement shall, at Buyer's option, become its property.
Notwithstanding this provision, Seller shall not be relieved of any liability for damages
sustained by Buyer attributable to Seller's breach of this Agreement. Buyer may reasonably
withhold payments due until such time as the exact amount of damages due to Buyer from
Seller is determined.
B. Termination without cause. Either party may terminate this Agreement for any reason or
without cause by mailing written notice within three (3) business days after the Effective Date
of this Agreement. If terminated without cause in the manner set forth herein, Seller shall
refund the unused portion of the deposit not used within fifteen (15) days of receiving the notice
of termination. Termination that occurs after the third business day following the Effective
Date of this Agreement shall result in a charge to the Buyer of the full deposit amount in
addition to additional charges for additional time spent on the project not to exceed the full
deposit amount.
C. Non-waiver of breach. Except as otherwise expressly stated in this Agreement, waiver of any
breach or default of any provision of this Agreement shall not be construed as a waiver of a
breach of the same or any other provision hereof.
VII. GENERAL PROVISIONS.
A. Response not guaranteed. Seller does not guarantee the response to the video piece; nor is
Seller responsible for the actions or performance of broadcast media or other service providers
including but not limited to those related to Buyer's or any third party's website, television,
radio, print, or publishing service or entity.
B. Relationship of Parties. It is the express intention of Parties that Seller is an independent
contractor and not an employee, agent, joint venturer, or partner of City. Nothing in this
Agreement shall be interpreted or construed as creating or establishing the relationship of
employer and employee between Seller and Buyer or between Seller and any official, agent, or
PROFESSIONAL SERVICES AGREEMENT - PEPPERSHOCK MEDIA PRODUCTIONS FOR MADC PAGE 4 Ot'6
employee of Buyer. Both parties acknowledge that Seller is not an employee of Buyer. Seller
shall retain the right to perform services for others during the term of this Agreement.
C. Compliance with law. Throughout the course of this Agreement, Seller shall comply with any
and all applicable federal, state, and local laws.
D. Non-discrimination. Throughout the course.of this Agreement, Seller shall not discriminate
against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any
physical, mental, or sensory handicap.
E. Entire Agreement. This Agreement constitutes the entire understanding between the Parties.
This Agreement supersedes any and all statements, promises, or inducements made by either
party, or agents of either party, whether oral or written, whether previous to the execution
hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged,
modified or altered except upon written agreement signed by both parties hereto.
F. Costs and attorneys' fees. If either party brings any action or proceedings to enforce, protect or
establish any right or remedy under the terms and conditions of this Agreement, the prevailing
party shall be entitled to recover reasonable costs and atomeys' fees, as determined by a court
of competent jurisdiction, in addition to any other relief awarded.
G. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity,
interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of
Ada County, Idaho.
H. Cumulative rights and remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed bylaw. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of
any other remedy.
I. Interpretation. Words of gender used in this Agreement shall beheld and construed to include
any other gender, and words in the singular shall be held to include the plural and vice versa
unless the context otherwise requires. The Agreement and the captions of the various sections
of this Agreement are for convenience and ease of reference only, and do not define, limit,
augment or describe the scope, context or intent of this Agreement or any part or parts of this
Agreement.
J. Severability. If any provision of this Agreement is found by a court of competentjurisdiction
to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected.
K. Successors and assigns. All of the terms, provisions, covenants and conditions of this
Agreement shall inure to the benefit of, and shall be binding upon, each party and their
successors, assigns, legal representatives, heirs, executors, and administrators.
PROFESSIONAL SERVICES AGRL•EMENT-PEPPL'RSHOCx MEDIA PRODUCTIONS FUR MADC PAGE50P6
L. Notice. Any and all notice required to be provided by either of the Parties hereto, unless
otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon
mailing by United States Mail, addressed as follows:
Seller:
Peppershock Media Productions, LLC
Rhea Allen, PresidenUCEO
122 N. Yale Street
Nampa, Idaho 83651
(208)461-5070
rhea@peppershock.com
Buyer:
City of Meridian
Attn: Elisha Figueroa
1401 E. Watertower Ave.
Meridian, Idaho 83642
(208)846-7313
efigueroa@meridiancity.org
Either party may change her/its address for the purpose of this paragraph by giving written
notice of such change in the manner herein provided.
M. City Couucil approval required. The validity of this Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this Agreement
by the persons referenced below prior to such ratification or approval shall not be construed as
proof of validity in the absence of Meridian City Council approval.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the~tday
of September, 2009.
_. __
SELLER:... STATE OF Idaho )
County of ~ ) Q f'
I HEREBY CE~at on this ~ day of ,!
Rhea A en, PresidenUCEO 2009, before the undersigned, a Notary Public in tt StatJ`~ o [dam ho,"
Peppershock Media Productions, LLC personally appeared Rhea Allen, known to me to be the person who
executed [he said instrument, and acknowledged to me that she
executed [he same. IN WITNESS WHEREOF, I have hereunto set
,.~.~~. my hand and affixed my official seal, the day and year in this
•.•`•~~ON //~ certificate first above written.
ij~ ~/~
NOTAAr * ,°~
~~~ Notary Public Idaho
y~ ~`ALIC Residing at ~ ,Id o
~w.~~ ~0 ••• My Commission Expires: ~
OF IDI` .•+
BUYER „~,,,, ~~ ~ ~ u„,,,
~.
- ~ y o~~ ~
BY: ~~~~r~z-~ ~~C~C.~~~' ~s .~ t~4te t:
Tammy,de eerd, Mayor SEAL Jake olman, City Clerk
City of_ ridian = ,~
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'9p r tst ~O`c
9 ~
//~~''~ COUNTY • v~~ °~\
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