CSP020643_Contract.pdf

Index No.: DNR046

Eff. Date: 04/22/24

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

GENERAL SERVICES DIVISION

OFFICE OF PROCUREMENT SERVICES

4200 SURFACE ROAD, COLUMBUS, OH 43228-1395

MANDATORY USE CONTRACT FOR: PRODUCTION & DISTRIBUTION OF A NATURAL RESOURCES DOCUMENTARY

FILM FOR IMAX® & OTHER GIANT SCREEN THEATERS

CONTRACT NUMBER: CSP020643 EFFECTIVE DATES: 04/22/24 TO 12/31/26

The Department of Administrative Services has accepted Proposals submitted in response to Request for Proposal (RFP) No.

SRC0000013003 that opened on 03/22/24. The evaluation of the Proposal responses has been completed. The Offeror listed herein has been determined to be the highest ranking Offeror and has been awarded a Contract for the services listed. The respective Proposal response including, Contract Terms & Conditions, any Proposal amendment, special Contract Terms & Conditions, specifications, pricing schedules and any attachments incorporated by reference and accepted by DAS become a part of this Services Contract.

This Requirements Contract is effective beginning and ending on the dates noted above unless, prior to the expiration date, the Contract is renewed, terminated, or cancelled in accordance with the Contract Terms and Conditions.

This Requirements Contract is available to the Ohio Department of Natural Resources as applicable.

The agency is eligible to make purchases of the contracted services in any amount and at any time as determined by the agency. The State makes no representation or guarantee that department will purchase the volume of services as advertised in the Request for Proposal.

This Requirements Contract and any Amendments thereto are available from the DAS Web site at the following address:

https://procure.ohio.gov/

Embedded Minority Set Aside Component in accordance with ORC CH. 125.081

MUTUALLY AGREED UPON CLARIFICATIONS

The State and the Contractor clarified the following items:

ATTACHMENT ONE, PART ONE, SECTION 1, B, 4. – DEVELOPMENT AND PRE-PRODUCTION:

Contractor’s preliminary schedule designates scouting between April through September 2024, which includes time for research, development, and pre-production. As part of the development and research processes, the Contractor will meet with ODNR to obtain final decisions on the places, species, stories, etc. that are to be incorporated into the GS Film. These decisions will lead to iterations of the script. On-site scouting days completed by the Contractor and the Subcontractor will not overlap, and a minimum of 20 days will be allowed for scouting. Additional days beyond the 20 days will be mutually agreed upon by ODNR and the Contractor. The on-site scouting budget will be used for logistics and the Contractor’s personnel when on-location scouting.

ATTACHMENT ONE, PART ONE, SECTION A, SCOPE OF WORK, SUB-SECTION 1. C. 6. – GS FILM PRODUCTION:

Contractor included their established timeline in their submission. Although not anticipated, any changes that could alter the timeline will occur after discussions with and at the request of ODNR. ODNR will approve the final timeline. The film will be delivered on time for theatrical release on 09/30/25.

ATTACHMENT ONE, PART ONE, SECTION A, SCOPE OF WORK, SUB-SECTION 2. B. – DELIVERABLES:

To ensure the four seasons are captured at the most optimum times to properly present Ohio’s natural beauty and its wildlife’s behavior, the number of shoots for production will be mutually agreed upon by ODNR and the Contractor. The detailed shooting schedule will be developed based on the agreed number of shoots. The Contractor’s offering of four shoots is withdrawn.

ATTACHMENT ONE, PART ONE, SECTION A, SCOPE OF WORK, SUB-SECTION 2. E. – DELIVERABLES:

Contractor accepts that all conditions of this Deliverable must be met before the final invoice can be issued to ODNR.

ATTACHMENT ONE, PART ONE, SECTION A, SCOPE OF WORK, SUB-SECTION 2. G. – DELIVERABLES:

The final distribution plan, of which the first draft shall be delivered within 30 days following the execution of the contract.

Changes to the final distribution plan and the budget will be at the direction of and approved by ODNR.

ATTACHMENT ONE, PART ONE, SECTION A, SCOPE OF WORK, SUB-SECTION 2. H. – DELIVERABLES:

Educational outreach materials, such as the Educator Guide, developed as part of this contract will align with Ohio’s Learning Standards.

B2B MARKETING AND EVENTS:

As part of the Contractor’s sales efforts to market and sell the film to prospective film licensees, the Contractor will promote the film in various forms of communication; sales materials, electronic and physical; register the film for sales conferences, notably the Giant Screen Cinema Association Conferences twice per year and any others deemed vital to film sales; show the film in various stages at the conferences; meet with clients; provide promotional materials; etc. in an effort to spur interest in the film and secure exhibitions.

The Contractor agrees B2B Marketing and Events funding will only be spent on prospective theater licensees and in an efficient manner.

DELIVERY OF ROUGH CUT:

The rough cut is the first cut of the entire film with all principal photography included as well as a temporary narrator and temporary music. Editing begins when the initial footage is received back from shoots and continues through to the completion of the film. The rough cut will be provided to ODNR for edits and review before the final cut.

DISTRIBUTION BUDGET:

Modifications were made to the document titled “Distribution Budget Through 12/31/26.”

ATTACHMENT THREE, PART TWO, INSURANCE:

Within five days of the effective date of the Contract, the Contractor agrees to provide verification that the insurance coverages listed in the RFP are secured. Verification must be provided prior to the Contractor commencing work on the project.

CONTRACTOR INDEX

CONTRACTOR AND TERMS: CONTRACT NO.: CSP020643

0000321962 TERMS: Net 30 Days MacGillivray Freeman Films, Inc.

2470 South Pacific Coast Highway Suite F Laguna Beach, CA 92651

CONTRACTOR’S CONTACTS:

Ms. Patrica Collins, Director of Distribution Telephone: (949) 494-1055 Fax: (949) 494-2079 Email Address: pcollins@macfreefilms.com

SUBCONTRACTORS:

iWillCreate Media, LLC 5397 East 134th Street Garfield Heights, OH 44125

SUBCONTRACTOR’S CONTACT:

Isaac Williams Telephone: (216) 952-1225 Email Address: info@iwillcreatemedia.com mailto:pcollins@macfreefilms.com mailto:info@iwillcreatemedia.com

COST SUMMARY

DESCRIPTION COST

Development and production of the GS Film, to include:

A. Development & Pre-Production

1. Story Development

2. Scripting

3. Storyboarding

4. Production Schedule & Budget

5. Location scouting

6. Casting of Narrator and On-Screen Talent

7. Securing Rights to Restricted or Copyright Materials, Video, Music

B. Production (Principal Photography) C. Post-Production

1. Editing to 35 to 40 minutes.

2. Credits, Visual Effects (VFX), CGI segment(s) if any

3. Extra Edit: 20 to 25 minutes

4. Suite of 3 to 5-minute promotional and education clips

5. GS Film & Distribution assets (including masters of feature, trailers “Coming Soon” and

“Now Playing” theatrical trailers)

$ 2,235,000

Distribution of GS Film, to include the following through 12/31/26:

A. Distribution Budget B. Offeror’s Distribution Fee* C. Consumer Marketing Expenses (Creative, Materials, Media) D. Press & Public Relations E. Educator Study Guides & Educational Outreach Materials F. Research/Testing (Consumer, Audience, and B2B) G. B2B Marketing and Events H. Distribution Expenses (DCP’s, KDM’s, slicing, encoding, etc. Net recoupment must be zero) I. Administrative Tasks

$ 250,000

All costs must be in U.S. Dollars.

The State will not be responsible for any costs not identified.

There will be no additional reimbursement for travel or other related expenses.

*Distribution Fee on this Cost Summary Form is a fixed sum for Contractor’s distribution services during the initial Contract term which shall end 12/31/26.

MILESTONE PAYMENT SCHEDULE

PAYMENT

NUMBER MILESTONE OF WORK COMPLETED PAYMENT

AMOUNT

1 On location scouting work completed. $ 25,000

2 End of Pre-Production and Day 1 of shooting/Principal Production, with Script and Final Production & Distribution Budgets approved by ODNR. $ 250,000

3 End of last shoot for season #1 content. $ 375,000

4 End of last shoot for season #2 content. $ 375,000

5 End of last shoot for season #3 content. $ 375,000

6 End of Principal Photography (end of last shoot for season #4 content). $ 350,000

Delivery of Rough Cut. (This rough cut is the first cut of the entire film with all principal photography included as a well as a temporary narrator and temporary music. Editing begins when the initial footage is received back from shoots and continues through to the completion of the film. This rough cut will be provided to the state for edits and review before the final cut).

$ 150,000

8 End of Post-Production and final cut approved by State / GS Film ready for release. $ 85,000

Delivery of all Trailers, and Distribution marketing and educational outreach materials, plus Distribution Fee and Expenses earned and paid, respectively, by Contractor prior to GS Film’s theatrical release date.

$ 175,000

Delivery of Feature and Trailer assets. This invoice shall be submitted no sooner than 45 days after the theatrical release. Please refer to Section 2, E. of the Scope of Work.

$ 250,000

Distribution Fee and Expenses earned and paid, respectively (including any marketing or educational outreach materials not billed in #9 above), by Contractor between GS Film’s theatrical release date and 12/31/2026. This final invoice will be billed on or after 12/31/2026.

$ 75,000

Total* $ 2,485,000

* The dollar “Total” above must equal the combined total of the amounts on the COST SUMMARY.

CONTRACT FOR: PRODUCTION & DISTRIBUTION OF A NATURAL RESOURCES DOCUMENTARY FILM FOR IMAX® & OTHER GIANT SCREEN THEATERS