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Home My Public Portal AboutCVCTV AgreementCITY OF CRESTVIEW, FLORIDA AGREEMENT CITY COUNCIL MEETING LIVE STREAM On February 1, 2020 the City of Crestview entered in to an agreement with Ken Nielson, CCTV for the Live Streaming of City Council Meetings and other City Meetings as negotiated. TERMS AND CONDITIONS OF AGREEMENT 1. Entire Agreement: This Agreement represents the entire and integrated Agreement between the City and Vendor and supersedes all prior negotiations, representations or agreements, either written or oral. 2. Intent of Agreement: This Agreement is for supplying the City with Live Streaming of City Council Meetings and other meetings or Workshops as negotiated. 3. Term of Agreement and Time Extensions: This agreement will be in effect on January 1, 2020 and will continue unless ended by one or both Parties. 5. Compensation: All payments upon agreement are contingent upon the Vendor's Work being acceptable to the City. For satisfactory completion and acceptance of the Work, the City agrees to pay the Vendor for services at the rate of $50.00 per meeting or as otherwise negotiated. 6. Changes in the Work: The City shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after having been notified of a change, the Vendor shall submit an itemized estimate of any costs and/or time increases or savings it foresees as a result of the change. No additions or changes to the Work shall be made except upon written order of the City and the City shall not be liable to Vendor for any increased compensation without such written order. 8. Indemnification: Vendor shall indemnify, defend, save, and hold the City, its agents, officers and employees, harmless of and from any losses, fines, penalties, costs, damages, claims, demands, suits, and liabilities of any nature,including reasonable attorney's fees (including regulatory and appellate fees), arising out of, because of, or due to any accidents arising in any manner on account of the exercise or attempted exercise of Vendor's rights hereunder whether the same regards person or property of any nature whatsoever, regardless of the apportionment of negligence, unless due to the sole negligence of the City. Vendor shall indemnify, defend, save and hold the City, its agents, officers and employees, harmless of and from and against any and all liens, claims, damages, demands, suits and liabilities, attorney's fees and costs, including appellate attorney's fees and costs, of and for mechanics and material men furnishing labor and materials in the performance of this agreement. 9. Licensing: The Vendor shall obtain all permits and maintain at its expense all professional and business certificates and licenses required by the City or otherwise by law and as necessary to perform services under this Agreement. If Vendor performs any Work without obtaining, or contrary to, permits and licenses, Vendor shall bear all costs arising therefrom. 10. Cancellation: This agreement may be canceled by either party with a sixty day written notice and is contingent upon the annual appropriation by the City of legally available funds. City's obligation to pay the amount due hereunder in any fiscal year is contingent upon the appropriation by the City Council of legally available funds for the purposes set forth in this agreement. 12. Terinination for Default: The Agreement will remain in force for the full period specified and until the City Manager or his designee determines that all requirements and conditions have been satisfactorily met. However, the City Manager will have the right to terminate this Agreement sooner if the Vendor has failed to perform satisfactorily the work required or comply with the other requirements of the Agreement. Upon Agreement termination for the Vendor's failure to provide satisfactory agreement performance, the Vendor will be entitled to receive compensation for Agreement services satisfactorily performed by the Vendor and allocable to the Agreement and accepted by the City Manager or his designee prior to such termination. However, an amount equal to all additional costs required to be expended by the City to complete the Work covered by the Agreement, including costs of delay in completing the project, shall be either subtracted from any amount due or amount charged to the Vendor in the event the City Manager terminates the Agreement. Except as otherwise directed by the City Manager, or in the case of termination for default (in which event the Vendor may be entitled to cure, at the option of the City Manager), the Vendor shall stop work on the date of receipt of the notice or other date specified in the notice, place no further orders or sub agreement for materials, services, or facilities except as are necessary for the completion of such portion of the work not terminated, and terminate all Vendor and sub agreements and settle all outstanding liabilities and claims. In the event that any termination for default shall be found to be improper or invalid by any court of competent jurisdiction, then such termination shall be deemed to have been a termination for convenience. 13. Termination for Convenience: The performance of work under this Agreement may be terminated by the City Manager in whole or in part whenever the City Manager, in his discretion, determines that such termination is in the City's best interest. Any such termination shall be effected by the City Manager giving at least five (5) days' notice to the Vendor, specifying the extent to which performance of the work under this Agreement is terminated and the date upon which such termination becomes effective. As to termination for convenience, after receipt of the date of termination, the Vendor shall stop all work as specified in the notice; place no further orders or sub agreement for materials, services, or facilities except as are necessary for the completion of such portion of the Work not terminated; and terminate all Vendors and sub agreements and settle all outstanding liabilities and claims. 14. Disclosure: Vendor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Vendor to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Vendor, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 15. Miscellaneous: Vendor agrees that All recordings pursuant to this agreement will be provided to the City on agreed media for no additional cost, within 7 days of the event. 15.1 Governing Law The parties intend that this Agreement and the relationship of the parties shall be governed by the laws of the State of Florida. Venue for any action arising out of this agreement shall be in Okaloosa County Florida and nowhere else. 15.2 Severability If any section, subsection, term or provision of this Agreement or the application thereof to any party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of said section, subsection, term or provision of this Agreement or the application of same to parties or circumstances other than those to which it was held invalid or unenforceable, shall not be affected thereby and each remaining section, subsection, term or provision of this Agreement shall be valid or enforceable to the fullest extent permitted by law. 15.3 Sovereign Immunity The parties further agree, nothing contained herein is intended nor shall be construed to waiver the City of Crestview's rights and immunities under the Florida constitution, common law or Florida Statutes 768.28, as amended from time to time. 15.4 Construction The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provision of this agreement. 15.5 Attorney's Fees In any dispute relating to this agreement each party shall be responsible for their respective attorney's fees and costs. 15.6 Notices All notices under the Agreement shall be in writing and shall be effective when mailed by certified mail,return receipt requested, or when delivered personally, as provided hereafter, or to such other addresses as may be designated by notice. 15.7 Public Access CCTV, Ken Nielson, as Vendor, shall comply with the requirements of Florida's Public Records law. In accordance with Section 119.0701, Florida Statutes, Vendor shall: a. Keep and maintain public records required by the public agency in order to perform the service. b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided under Florida's Public Records Law or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the agreement term and following completion of this agreement if Vendor does not transfer the records to the public agency: and d. Upon completion of the agreement, transfer, at no cost, to the public agency all public records in possession of Vendor or keep and maintain public records required by the public agency to perform the service. If Vendor transfers all public records to the public agency upon completion of the agreement, Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Vendor keeps and maintains public records upon completion of this agreement, the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. e. If Vendor has questions regarding the application of Chapter 119, Florida Statutes, to Vendor's duty to provide public records relating to this Agreement, Vendor shall contact the Custodian of Public Records at: City Clerk, City of Crestview 198 North Wilson Street P.O. Box 1209 Crestview, Florida 32536 (850) 682-1560 Extension 250 citvclerk(a)citvofcrestview.orq f. In the event the public agency must initiate litigation against Vendor in order to enforce compliance with Chapter 119, Florida Statutes, or in the event of litigation filed against the public agency because Vendor failed to provide access to public records responsive to a public record request, the public agency shall be entitled to recover all costs, including but not limited to reasonable attorneys' fees, costs of suit, witness, fees, and expert witness fees extended as part of said litigation and any subsequent appeals. As to the Vendor: By: Ke ielson, CCTV (2 IN WITNESS WHEREOF, the City hereunto caused the e presents to be subscribed and the Vendor has affixed their name-anciaral, this Ci rh day of in? j''C. G1 , 2020. As to the City: By: ATTEST: Elizabeth Roy, City Clerk APPROVED AS -TO LEGAL FORM: J6n Holloway City 99orney �.Y$ Whitten Mayor