Professional Documents
Culture Documents
THIS AGREEMENT is made and entered into this 7th day of December, 2009, by and
between the COLORADO CHANNEL AUTHORITY, a body corporate and a political
subdivision of the State of Colorado (the “CCA”) and OPEN MEDIA FOUNDATION d/b/a
DEPRODUCTION, a Colorado Nonprofit corporation (the “Consultant”). Each party may
individually be referred to as a “Party” or collectively as the “Parties.”
WHEREAS, CCA desires to contract for professional television production services for
the broadcast of the sessions of the Colorado House of Representatives and Colorado Senate on
Comcast Channel 165 and on the Colorado Channel website. In addition, CCA desires that those
broadcasts be offloaded to the Granicus, Inc’s. Media Center and that they be indexed in real
time and archived and published to the Colorado Channel’s website; and
WHEREAS, the Consultant is qualified and ready, willing and able to perform the
services as set forth in this Agreement.
1. SCOPE OF SERVICES: The Consultant, under the general direction of, and
in coordination with CCA or its designee, shall diligently perform the services described on
attached Exhibit A. The Consultant agrees that during the term of this Agreement it shall fully
coordinate its work with any person or firm under contract with CCA doing work or providing
services which affect the Consultant’s services. The Consultant shall faithfully perform the work
described in Exhibit A in accordance with the standards of care, skill, training, diligence and
judgment provided by highly competent individuals and entities that perform services of a
similar nature.
2. TERM: The term of the Agreement is from January 1, 2010 through June 30,
2010, unless terminated earlier pursuant to the provisions of this Agreement.
A. Fee: CCA agrees to pay to the Consultant, and the Consultant agrees to
accept as its sole compensation for services rendered and costs incurred under this Agreement, a
fee in the amount of $181,500.
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January 1, 2010: $45,375
February 1, 2010: $60,500
April 1, 2010: $60,500
June 1, 2010: $15,125
(ii) The Parties agree that CCA’s payment obligation, whether direct
or contingent, shall extend only to funds appropriated annually by the Colorado General
Assembly, paid to CCA by the Colorado House of Representatives and the Colorado Senate, and
encumbered for the purpose of this Agreement. The Parties agree that (i) CCA does not by this
Agreement irrevocably pledge present cash reserves for payment or performance in future fiscal
years and (ii) this Agreement is not intended to create a multiple-fiscal year direct or indirect
debt or financial obligation of CCA.
5. TERMINATION:
A. CCA has the right to terminate this Agreement, in whole or in part, with or
without cause, on ten (10) days written notice to the Consultant. However, nothing herein shall
be construed as giving the Consultant the right to perform services under this Agreement beyond
the time when such services become unsatisfactory to CCA or CCA informs the Consultant that
it no longer requires its services, and the Consultant shall bear all the risk of providing same.
C. Either Party may terminate this Agreement by written notice to the other
in the event that the other Party breaches this Agreement and fails to cure such breach to the non-
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breaching Party's satisfaction within thirty (30) days of written notice specifying the breach.
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CCA also grants the Consultant unlimited permission to utilize and alter the resulting
work for the limited purpose of: examples of past work, demo reels, and client lists.
7. CCA INFORMATION:
A. The Consultant acknowledges and accepts that, in performance of all work
under the terms of this Agreement, the Consultant may have access to Proprietary Data or
confidential information that may be owned or controlled by CCA, and that the disclosure of
such Proprietary Data or information may be damaging to CCA or third parties. The Consultant
agrees that all Proprietary Data or confidential information provided or otherwise disclosed by
CCA to the Consultant shall be held in confidence and used only in the performance of its
obligations under this Agreement. The Consultant shall exercise the same standard of care to
protect such Proprietary Data and information as a reasonably prudent consultant would to
protect its own proprietary or confidential data. “Proprietary Data” shall mean any materials or
information which may be designated or marked “Proprietary” or “Confidential” and provided to
or made available to the Consultant by CCA. Such Proprietary Data may be in hardcopy,
printed, digital or electronic format.
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E. The Consultant will inform its employees and officers of the obligations
under this Agreement, and all requirements and obligations of the Consultant under this
Agreement shall survive the expiration or earlier termination of this Agreement. The Consultant
shall not disclose Proprietary Data or confidential information to subcontractors unless such
subcontractors are bound by non-disclosure and confidentiality provisions at least as strict as
those contained in this Agreement.
8. Consultant’s Information: The Parties understand that all the material provided
or produced under this Agreement may be subject to the Colorado Open Records Act., § 24-72-
201, et seq. C.R.S., and that in the event of a request to CCA for disclosure of such information,
CCA shall advise the Consultant of such request in order to give the Consultant the opportunity
to object to the disclosure of any of its proprietary or confidential material. In the event of the
filing of a lawsuit to compel such disclosure, CCA will tender all such material to the court for
judicial determination of the issue of disclosure and the Consultant agrees to intervene in such
lawsuit to protect and assert its claims of privilege and against disclosure of such material or
waive the same. The Consultant further agrees to defend, indemnify and save and hold harmless
CCA, its officers, agents and employees, from any claim, damages, expense, loss or costs arising
out of the Consultant’s intervention to protect and assert its claim of privilege against disclosure
under this Article including, but not limited to, prompt reimbursement to CCA of all reasonable
attorney fees, costs and damages that CCA may incur directly or may be ordered to pay by such
court.
10. WHEN RIGHTS AND REMEDIES NOT WAIVED: In no event shall any
action by a Party constitute or be construed to be a waiver by that party of any breach of
covenant or default which may then exist on the part of the other Party. A Party’s action or
inaction when any such breach or default shall exist shall not impair or prejudice any right or
remedy available to that Party with respect to such breach or default; and no assent, expressed or
implied, to any breach of any one or more covenants, provisions or conditions of the Agreement
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shall be deemed or taken to be a waiver of any other breach.
11. PERSONNEL:
A. All key personnel identified in Exhibit A will be dedicated by Consultant
to CCA. The Consultant shall submit to CCA a list of any additional personnel who will perform
services under this Agreement within thirty (30) days, together with complete resumes and other
information describing their ability to perform the services. Such additional personnel must be
approved in writing by CCA.
B. The Parties intend that all key personnel be engaged to perform their
specialty for all services required herein and that the Consultant shall retain all key personnel for
the term of this Agreement. If the Consultant must replace any of its key personnel, it shall
notify CCA in writing of the changes. No such replacement shall be made until the replacement
is approved by CCA, which approval shall not be unreasonably withheld. CCA shall respond to
the Consultant’s written notice of replacement within fifteen (15) days of receipt. If CCA does
not respond within that time, the listed replacement personnel shall be deemed approved. If
during the term of the Agreement, CCA determines that the performance of approved key
personnel is not acceptable, it shall in its sole and absolute discretion either (a) give the
Consultant a reasonable period of time to correct the performance or (b) require the Consultant to
replace the personnel as soon as practicable.
C. While the Consultant may retain and contract with subcontractors, no final
agreement with any subcontractor shall be entered into without the consent of CCA. Requests
for approval of subcontractors must be made in writing and include a description of the nature
and extent of services to be provided by the subcontractor; the name, address and experience and
qualifications of the subcontractor; and any other information which may be requested by CCA.
Because the Consultant’s represented qualifications are a consideration to CCA in entering into
this Agreement, CCA shall have the right to reject any proposed subcontractor deemed
unqualified or unsuitable for any reason to perform the proposed services, and CCA shall have
the right to limit the number of subcontractors. CCA shall respond to the Consultant’s written
notice regarding a subcontractor within thirty (30) days of receipt. If CCA does not respond
within that time, the subcontractor shall be deemed approved. Approval of the subcontractor
shall not relieve the Consultant of any obligations under this Agreement. Any final agreement
with the approved subcontractor must contain a valid and binding provision whereby the
subcontractor waives any and all rights to make a claim of payment against any CCA property
arising out of the performance of this Agreement.
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by the Consultant pursuant to this Agreement to the Granicus, Inc’s. Media Center for archiving
and publication to the Colorado Channel’s website.
F. CCA shall not hire any current employee of the Consultant without the
Consultant’s consent which shall not be unreasonably withheld.
12. INSURANCE:
A. General Conditions: Consultant agrees to secure, at or before the time of
execution of this Agreement, the following insurance covering all operations, goods or services
provided pursuant to this Agreement. Consultant shall keep the required insurance coverage in
force at all times during the term of the Agreement, or any extension, during any warranty
period, and for three (3) years after termination of the Agreement. The required insurance shall
be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best
Company as “A”VIII or better. Each policy shall contain a valid provision or endorsement
stating “Should any of the above-described policies by canceled or should any coverage be
reduced before the expiration date thereof, the issuing company shall send written notice to Scott
A. Nachtrieb, Office of Colorado Legislative Council, State Capitol Building, Room 029, 200
East Colfax Ave., Denver, Colorado 80203 by certified mail, return receipt requested. Such
written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to
non-payment of premiums for which notice shall be sent ten (10) days prior.” If any policy is in
excess of a deductible or self-insured retention, CCA must be notified by the Consultant.
Consultant shall be responsible for the payment of any deductible or self-insured retention. CCA
reserves the right to require the Consultant to provide a bond, at no cost to CCA, in the amount
of the deductible or self-insured retention to guarantee payment of claims. The insurance
coverages specified in this Agreement are the minimum requirements, and these requirements do
not lessen or limit the liability of the Consultant. The Consultant shall maintain, at its own
expense, any additional kinds or amounts of insurance that it may deem necessary to cover its
obligations and liabilities under this Agreement.
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injuries caused by disease claims. Consultant expressly represents to CCA, as a material
representation upon which CCA is relying in entering into this Agreement, that none of the
Consultant’s officers or employees who may be eligible under any statute or law to reject
Workers’ Compensation Insurance shall effect such rejection during any part of the term of this
Agreement, and that any such rejections previously effected, have been revoked as of the date
Consultant executes this Agreement.
If Colorado statutory limits exceed the minimum requirements set forth above, the contractor
must obtain and maintain coverage that at least satisfies the statutory required limits.
H. Additional Provisions:
(1) For all general liability, the policies must provide the following:
(a) If any aggregate limit is reduce by twenty-five percent (25%) or
more by paid or reserved claims, the Consultant shall notify CCA
within ten (10) days and reinstate the aggregates required;
(b) Unlimited defense costs in excess of policy limits;
(c) Contractual liability covering the indemnification provisions of
this Agreement;
(d) A severability of interests provision;
(e) Waiver of exclusion for lawsuits by one insured against another;
(f) A provision that coverage is primary; and
(g) A provision that coverage is non-contributory with other coverage
or self-insurance provided by CCA.
(2) For all general liability, and professional liability, if the policy is a
claims-made policy, then the retroactive date must be on or before the Agreement date or the
first date when any goods or services were provided to CCA, whichever is earlier.
13. INDEMNIFICATION:
A. The Consultant shall defend, release, indemnify and hold harmless CCA,
its officers, agents and employees from and against: (1) any and all damages, including loss of
use, to property, including CCA property, or (2) injuries to or death of any person or persons
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(including officers, agents and employees of CCA), and (3) any and all claims, demands, suits,
causes of action, liabilities, fines, penalties, costs, expenses (including reasonable attorney fees,
expert witness fees and all associated defense fees), or proceedings of any kind or nature,
including workers' compensation claims, of or by anyone, regardless of the legal theory(ies)
upon which premised, in any way resulting from, or arising out of, directly or indirectly, the acts
or omissions of the Consultant or those performing under it in connection with its operations or
performance under this Agreement or its use or occupancy of real or personal property
hereunder, including acts or omissions of the officers, employees, agents, contractors,
representatives, invitees, or licensees of the Consultant or its subcontractors. The Consultant’s
obligation to indemnify or hold harmless CCA, its officers, agents and employees under this
paragraph shall not apply to liability or damages proximately caused by and apportioned to the
negligence of CCA’s officers, agents and employees.
B. This indemnity clause shall also cover CCA’s defense costs, in the event
that CCA, in its sole discretion elects to provide its own defense. CCA retains the right to
disapprove counsel, if any, selected by the Consultant to fulfill the foregoing defense indemnity
obligation, which right of disapproval shall not be unreasonably exercised.
15. TAXES, CHARGES AND PENALTIES: CCA shall not be liable for the
payment of taxes, late charges or penalties of any nature. The Consultant shall promptly pay
when due, all taxes, bills, debts and obligations it incurs performing the services under this
Agreement and shall allow no lien, mortgage, judgment or execution to be filed against CCA
property, including but not limited to land, facilities, improvements or equipment.
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under this Agreement shall inure to the benefit of and be binding upon the Parties and their
respective successors and assigns permitted under this Agreement.
B. The Consultant agrees that it will not subcontract any of its obligations
under this Agreement without first obtaining the written consent of CCA, which consent may be
withheld in the absolute discretion of CCA. If CCA consents to the subcontract, such action
shall not be construed to create any contractual relationship between CCA and the Consultant’s
subcontractor. The Consultant shall remain fully responsible to CCA for any subcontracted
work.
20. SEVERABILITY: The Parties agree that if any provision of this Agreement or
any portion thereof, except for the provisions of this Agreement requiring appropriation of funds
and limiting the total amount payable by CCA, is held to be invalid, illegal, or unenforceable by
a court of competent jurisdiction, the validity of the remaining portions or provisions shall not be
affected if the intent of the Parties can be fulfilled
B. The Consultant agrees that it will not engage in any transaction, activity or
conduct that would result in a conflict of interest under this Agreement. The Consultant
represents that it has disclosed any and all current or potential conflicts of interest. A conflict of
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interest shall include transactions, activities or conduct that would affect the judgment, actions or
work of the Consultant by placing the Consultant’s own interests, or the interests of any party
with whom the Consultant has a contractual arrangement, in conflict with those of CCA. CCA,
in its sole discretion, shall determine the existence of a conflict of interest and may terminate this
Agreement in the event such a conflict exists after it has given the Consultant written notice
which describes the conflict. The Consultant shall have thirty (30) days after the notice is
received to eliminate or cure the conflict of interest in a manner that is acceptable to CCA.
22. NOTICES: Notices, bills, invoices or reports required by this Agreement shall
be sufficiently delivered if sent by the Parties in the United States mail, postage prepaid, to the
Parties at the following addresses:
23. DISPUTES: All disputes between CCA and Consultant regarding this
Agreement shall first be mediated and, if mediation is unsuccessful, be resolved in the District
Court for the City and County of Denver.
26. WARRANTY: Consultant represents and warrants that it possesses the legal
authority, pursuant to any proper, appropriate and official motion, resolution or action passed or
taken, to enter into this Agreement. Each person signing and executing this Agreement on behalf
of Consultant represents and warrants that he has been fully authorized by Consultant to execute
this Agreement on behalf of Consultant and to validly and legally bind Consultant to all the
terms, performances and provisions of this Agreement. CCA shall have the right, in its sole
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discretion, to either temporarily suspend or permanently terminate this Agreement if there is a
dispute as to the legal authority of either Consultant or the person signing the Agreement to enter
into this Agreement.
29. SURVIVAL OF CERTAIN PROVISIONS: The Parties agree that all terms
and conditions of this Agreement, together with any exhibits and attachments, which by
reasonable implication contemplate continued performance or compliance beyond the
termination of this Agreement, by expiration of the term or otherwise, shall survive termination
and shall continue to be enforceable. Without limiting the generality of this provision, the
Consultant’s obligations to provide insurance and to indemnify CCA shall survive for a period
equal to any and all relevant statutes of limitation, plus the time necessary to fully resolve any
claims, matters, or actions begun within that period.
30. COMPLIANCE WITH ALL LAWS: All of the services performed under this
Agreement by the Consultant shall comply with all applicable laws, rules, regulations and codes
of the United States and State of Colorado, as amended.
32. TIME IS OF THE ESSENCE: The Parties agree that in the performance of the
terms, conditions, and requirements of this Agreement and any Order, time is of the essence.
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A. This Agreement is subject to § 8-17.5-101 et seq. C.R.S.A,
as now existing or hereafter amended, (the “Certification Statute”). Compliance by the
Consultant and its subcontractors with the Certification Statute is expressly made a contractual
condition of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year first above written.
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COLORADO CHANNEL AUTHORITY
By:_________________________________
Title: Chairperson
By:_________________________________
Title: _______________________________
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EXHIBIT A
SCOPE OF WORK
Pre-Session
• Suggest processes to CCA necessary to provide television coverage of the state House of
Representatives and Senate
• Develop working reference guides that document the legislative process, explain House
and Senate protocols, and identify House and Senate elected officials and legislative
participants
• Identify control room staff to Chief Clerk’s office staff, Secretary of the Senate and LCS
staff to begin creating a working relationship
• Create an initial graphics package to begin coverage, including operational procedures for
utilizing the graphics on the channel, to be approved by Comcast’s Station Manager and
Agency Director
• Train Channel Coordinator and Control Room Operators (CROs) on equipment and
facilities with technical facilities installation contractor and LCS staff
• Train sufficient number of “backup” staff so that the operations are not affected by the
absence of primary Channel Coordinator and/or Control Room Operator
Operations
• Manage daily television operations for all live sessions; including collecting agendas and
other materials, inputting graphics, preparing recordings and scheduling video playback
• Complete daily production reports to submit to Station Manager and LCS staff regarding
issues or concerns which affected coverage of the House and Senate Chambers
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• Establish and implement daily Video Streaming and Video Archiving schedule with LCS
staff
• Manage channel content transition from live meeting coverage to repeated playback of
recorded sessions and/or other video material.
• Work with GA staff to review and modify coverage procedures as may be necessary.
• Monitor cable channel playback daily for potential broadcast quality issues and provide
written reports to Station Manager if there are any discrepancies/broadcast issues
• Report all technical facilities and/or equipment difficulties to GA staff, provide basic
troubleshooting service on equipment, request GA staff to arrange technical facilities/
equipment repair through designated vendor(s). All reports must be forwarded to Station
Manager as well.
• Schedule time with CCA management team when GA staff or LCS staff requests
meetings regarding improvement recommendations, programming and product
development, and refinement of organizational process within scope of initial channels
operation.
Post Session
• Attend any follow-up meeting with GA and LCS staff at the direction of Station Manager
and Agency Director.
• Services that are described on Exhibit C which is attached hereto and incorporated herein
by reference.
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EXHIBIT B
The Consultant, in compliance with §8-17.5-102, C.R.S., certifies that at the time of the
execution of this Certification:
1. The Consultant does not knowingly employ or contract with an illegal alien.
2. The Consultant has participated or attempted to participate in the Basic Pilot Employment
Verification Program in order to verify that it does not employ any illegal aliens.
By: _______________________________
Print Name:_________________________
Title:______________________________
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