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HomeMy WebLinkAboutResolution - 2002-R0071 - Media Production Agreement - Chedd-Angrier Production Company - 02/28/2002Resolution No. 2002-R0071 February 28, 2002 Item No. 24 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Media Production Agreement between the City of Lubbock Silent Wings Museum and The Chedd-Angier Production Company, and any other related documents. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 28th day of February, 2 02. Lill WINDY SITT,0N, MAYOR ATTEST: Rebecca Garza, ity Secretar APPROVED AS TO CONTENT: of Aviation APPROVED AS TO FORM: Linda L. Chamales Supervising Attorney - Office Practice LLC:cp L:1Cityatt\Linda & ccdocs/COL-TheCheddAngierProdCo.Res February 8, 2002 Resolution No. 2002—R0071 MEDIA PRODUCTION AGREEMENT Dated as of February 5, 2002 PARTIES: SILENT WINGS MUSEUM ("Owner") Lubbock, TX THE CHEDD-ANGIER PRODUCTION COMPANY ("C -A") 70 Coolidge Hill Road Watertown, MA 02472 AGREEMENT C -A hereby contracts with Owner to produce and install media programs (the "WORK") which are intended to be incorporated in the Silent Wings Museum of Lubbock, TX, in accordance with the terms and conditions of this Agreement. An outline of the scope of C -A's work under this agreement is annexed hereto as Attachment I. Both parties acknowledge that Chedd-Angier shall be responsible for coordinating its work with the exhibit designers, HOK Studio E. 1 RESPONSIBILITIES OF THE PARTIES (a) The Project Manager at C -A shall be Richard Lewis, Principal for Museum Projects, who shall be responsible for assigning all creative and technical staff to the project as shall become necessary for completion. (b) The Project Manager at Owner shall be Mark Earle, who shall be responsible for coordinating the review and acceptance process for the Work on behalf of Owner. (c) C -A shall prepare, in consultation with Owner, outlines, treatments, flowcharts, and all other media materials for full review and comment by Owner. Owner agrees that such review and comment shall be performed in accordance with the Production Schedule, attached hereto as Attachment II. (e) In addition, C -A shall contact Owner's representative promptly by telephone upon discovery of any problem that will materially delay production of the Work, and thereafter, if requested, promptly confirm such report in writing. 2. PRODUCTION AND PAYMENT SCHEDULE (a) C -A shall carry out the Work in accordance with the Production Schedule attached hereto as Attachment II, the reasonableness and sufficiency of which is hereby acknowledged by the parties. (b) The total fixed cost of the Work shall be, and Owner hereby agrees to pay to C -A, $142,000 as set forth herein. (c) Owner shall pay C -A according to the following schedule: $31,950 (22.5%) upon contract signature and notice to proceed (2/4/02) ii) $31,950 (22.5%) upon final script approval (4/15/02) iii) $31,950 (22.5%) upon review of rough cut software and video (6/21/02) iv) $31,950 (22.5%) upon final review of completed exhibits (7/19/02) V) $14,200 (10%) retainage, due after satisfactory installation of computer software and audiovisual materials on site. (10/9/02) (d) All costs for economy class travel, lodging and subsistence incurred in travel approved by Owner, and for postage, overnight mailing and shipping, shall be considered as reimbursable expenses and will be billable to Owner on a monthly basis. The total cost of such reimbursable expenses shall not exceed $6,290 without Owner's written approval. (A spreadsheet summarizing anticipated reimbursable expenses is provided herewith as Attachment III.) 3. ORDERED CHANGES IN WORK C -A may be ordered by Owner, without invalidating this Agreement, to make changes in the Work, not within the general scope of this Agreement, consisting of additions, deletions or other revisions. If such changes are ordered, then the Work cost and production schedule shall be readjusted accordingly. Prior to the commencement of work on such ordered changes, C -A shall submit promptly to Owner written claims for adjustment to the Work cost and production schedule, which shall be acknowledged and agreed to in writing by Owner. In addition, all parties to this Agreement will adhere to the production schedule appended as Attachment II, except that CA shall not be bound by the schedule if delays are introduced by the actions of Owner, in which case CA shall be entitled to reasonable additional compensation to be negotiated separately. 4. COPYRIGHT OF THE WORK The Work, as well as any other items subsequently agreed to in writing by the parties shall be copyrighted in the name of Owner. It is understood and agreed that the Work may contain various component materials obtained from third parties, and that C -A shall only obtain rights to such materials for display within the Silent Wings Museum. Owner may, however, request further rights to be purchased for an additional sum at Owner's expense. 5. TERMINATION If C -A fails within fourteen (14) days of receipt of written notice form Owner to fully and completely correct any default by C -A of the terms of this agreement, then Owner may terminate this agreement by providing written notice of such termination to C -A. In the event of such termination: (a) Owner shall be under no obligation to make any payments to C -A so long as C -A remains in default of the agreement, unless such payments were already due prior to C- A's receipt of written notice of termination from Owner. (b) Owner may recover from C -A the actual costs of correcting the default, such recovery under no circumstances to exceed the dollar amount of the preceding payment made by Owner to C -A under the terms of Section 2(c) above. (c) Upon receipt of notice of termination, C -A shall immediately discontinue the Work and shall immediately provide Owner with all materials developed by C -A in connection with the production of the Work. 6. WARRANTY C -A represents and warrants that the Work is a work made for hire; is the original work of C -A; that the Work shall be delivered free and clear of any and all adverse claims or encumbrances of any kind, except as described in section 4 above; that the Work will not infringe any copyright, trade secret or proprietary right of any third party; that the Work will not contain any libelous material or invade or violate any right or privacy, right of publicity or other common law or statutory right; and that C -A has the full right to enter into and to perform its obligations under this Agreement and that by entering into and performance of this Agreement, C -A does not violate or conflict with any other agreement binding upon it or its property. 7. INDEMNIFICATION (a) C -A hereby indemnifies Owner, its officers, directors, employees, distributors, agents, customers and licensees, and agrees to defend them and hold them harmless from and against any and all liability, damage, loss or expense (including costs of investigation, disbursement and reasonable attorney's fees) arising from any claim, demand, action or proceeding ("claims") based upon the alleged breach of any of the representations or warranties set forth in this Agreement or incurred in the Settlement or avoidance of any such claim; provided, however, that Owner shall give prompt notice to C -A of the assertion of any such as provided, further, that C -A shall have the right to select counsel and control the defense thereof, subject to the right of Owner to participate therein and approve any settlement thereof. (b) To the extent permitted by law, Owner hereby indemnifies C -A, its officer, directors, employees, distributors, agents, customers and licensees, and agrees to defend them and hold them harmless from and against any all liability, damage, loss or expense (including costs of investigation, disbursement and reasonable attorney's fees) arising from any claim, demand, action or proceeding ("claims") based upon the alleged breach of any of the representations or warranties by Owner, if any, or incurred in the settlement or avoidance of any such claim; provided, however, that C -A shall give prompt notice to Owner of the assertion of any such claims as provided, further, that Owner shall have the right to select counsel and control the defense thereof, subject to the right of C -A to participate therein and approve any settlement thereof. 8. RELEASES C -A shall obtain written permission to use the names, voices, photographs, likenesses, work, services and materials of all persons, firms and corporations involved in any manner with the services to be performed or items to be delivered hereunder where any such permission is lawfully needed in connection with the uses to be made by Owner of the Work. A signed copy of each such agreement shall be delivered to Owner, at the time of delivery of the completed work. 9. RELATIONSHIP OF PARTIES The parties of this Agreement are independent contractors and neither party is an employee, agent, partner or joint venturer of the other. Neither party will have the right to bind the other to any agreement with a third party or to incur any obligation or liability on behalf of the other party. 10. FAILURE TO PERFORM Neither Owner or C -A is responsible for failure to fulfill its obligations under this Agreement due solely to circumstances beyond Owner's or C -A reasonable control and not caused by the party claiming an excuse for its delay or failure in performance. Notwithstanding any implication to the contrary herein, no event shall extend the time for performance hereunder: (a) beyond the period during which, in the exercise of due diligence and prompt pursuit of all reasonable alternatives, the party claiming an excuse could not have avoided its delaying effect; (b) if the party claiming an excuse fails to notify the other party in writing of the event causing or the basis of such excuse within fifteen (15) business days of its first becoming aware of such event or basis of excuse. (c) for longer than one year. 11. WAIVER Any waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion. 12. GOVERNING LAW This agreement shall be governed, interpreted and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed in the State of Texas. 13. SEVERABILITY In the event that any term or provision of this Agreement shall be deemed by any court of competent jurisdiction to be overly broad in scope, duration or applicability, it is the intent of the parties that such term or provision be construed as limited to such scope, duration or applicability as shall not be deemed overly broad, and that the same be enforced as so construed to the maximum extent permissible under applicable law. Subject to the foregoing sentence, in the event that any provision of this Agreement shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only to such provisions and shall not affect or render unenforceable any other provision of this Agreement. 14. TITLES AND CAPTIONS Titles and captions are inserted in this Agreement for convenient reference only and shall not be interpreted or construed to define, limit or describe the scope or intent of this Agreement or of any provision hereof. 15. ASSIGNABILITY This Agreement shall be binding and inure to the benefit of the successors and assigns of the parties, except that C -A cannot delegate its duties under this Agreement without the express written consent of Owner. 16. ENTIRE AGREEMENT This Agreement sets forth the full, complete and integrated understanding of the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether oral or written. No modifications or additions to this Agreement shall effect unless in writing and executed by both parties. Accepted and agreed to by the parties or by their duly authorized representatives as of the date first set forth above. SILENT WINGS MUSEUM: Approved as to co tr L , By. r Mark Earle ' eEtor of Aviation Date: Approved as to form_: l Bye✓6 C.-- ,f�"'- -,-,.-. -�- Linda L. Chamales, Supervising Attorney Date: By: Wind City of Lubbock, Texas Date: February 28, 2002 ATTEST: '-0. 4. ,, 9��' Rebecca Garza, City Secret ry THE CHEDD-ANIGER PRODUCTION COMPANY: By: 1 Richard Lewis, Director of Museum Projects Date: 2. (1, OL ATTACHMENT I Silent Wings Museum Media Exhibits Scope of Work Reminiscences 2 Stations Resolution No. 2002—R0071 The Reminiscences program will present the 'voices' of former glider pilots recounting their experiences during the Second World War. The pilots will recount their experience of six (6) major operations, probably including D -Day, the Battle of Bastogne, Sicily, and Operations Market Garden, Varsity and Broadway. We anticipate that these six 2-3 minute segments would integrate personal accounts with historical film footage and panning of stills. All material will be provided by the Silent Wings Museum staff including newsreels, military document footage, still images and recorded personal histories. Hardware (for each station): DVD player NTSC Monitor Trackball/Button Parabolic Speaker Programming cost: $ 42,000 Hardware cost: $ 15,000 Installation: $ 3,000 Reminiscences cost total: $ 60,000 Web Link 1 Station Web Link will allow museum -goers to visit six or seven selected websites related to gliders including the Texas Tech Southwest Archives URL. Hardware: Computer Flat Panel Monitor (use of built-in speakers) Trackball/Button Programming cost: $ 8,000. Hardware cost: $ 7,000. Installation: $ 3,000. Web Link cost total: $ 18,000. Theater Presentation 13-15 minute program in two -screen presentation format This theater presentation will tell the compelling story of World War II gliders and glider pilots emphasizing their role in the D -Day invasions of Normandy, the Battle of the Bulge (Bastogne), and the Rhine River Crossing. The exact nature of the program will be dependent on the archival resources provided to the producers by the Silent Wings Museum. All glider material will be provided by the Silent Wings Museum staff including newsreels, military document footage, still images and recorded personal histories. We assume that the media producer will not be responsible for any original videotaping of interviews or oral history materials. However, we expect that the media producer will be responsible for the acquisition and licensing of 2- 4 minutes of overall background footage for WWII (notably material to set up the stories of D -Day and the Battle of the Bulge). Hardware: 3 DVD players 3 videoprojectors Control device Amplifier Speakers Programming cost: $ 43,000. Hardware cost: $ 17,000 Installation cost: $ 4,000. Theater Presentation cost total: $ 64,000. Note: The media producer's programming cost estimates assume that any costs incurred for authorized travel or accommodation will be considered as reimbursable expenses. Resolution No. 2002—R0071 ATTACHMENT Media Development Schedule for Silent Wings Museum Schedule Submissions Responsible 2/4/02 Production contract signature and notice to proceed. Owner 2/18/02 Owner supply 33% content materials Owner 3/4/02 C -A submit preliminary exhibit scripts. Owner supply 66% batch of content materials. C -A, Owner 3/11/02 Respond to first branch scripts. Owner, HOK 3/18/02 C -A resubmit revised scripts. Owner supply 100% batch of content materials. C -A, Owner 3/25/02 Feedback on script submittal. Owner, HOK 4/8/02 Re -submit scripts incorporating feedback, submit additional iterations as needed. C -A 4/15/02 Final script approval and authorization to proceed with production. Owner 6/21/02 Rough -cut screening for all exhibits at C -A. C -A, Owner, HOK 7/19/02 Final review of completed exhibits C -A, Owner 7/22/02 — 8/2/02 T ting and debu in of all media. C -A 10/1/02- 10/4/02 Final completion and installation of all media. C -A, Owner Resolution No. 2002-R0071 ATTACHMENT III SILENT WINGS MUSEUM CHEDD-ANGIER ESTIMATED REIMBURSABLE EXPENSES 2.5.01 RESEARCH/ADMINISTRATIVE TRAVEL Air Fares (Boston to StIouis, Atlanta, DC) $600 4 100% $2,400 Hotels $135 DAY 3 100% $405 PerDiem $75 DAY 3 100% $225 Ground Transport $50 DAY 3 100% $150 Total $3,180 INSTALLATION TRAVEL Air Fares (Boston to Lubbock, TX) $600 2 100% $1,200 Hotels $100 DAY 6 100% $600 PerDiem $60 DAY 6 100% $360 Ground Transport $50 DAY 3 100% $150 Total $2,310 SHIPPING, POSTAGE, FEDERAL EXPRESS CHARGES (ESTIMATE) $800 TOTAL RECOMMENDED ALLOCATION $6,290