HomeMy WebLinkAboutCarlsbad Unified School District; 2010-03-08;AGREEMENT FOR USE O F CITY OF CARLSBAD VIDEO PRODUCTION
EQUIPMENT FOR SCHOOL BOARD MEETINGS
THIS AGREEMENT is made and entered into as of the O"u/i day of
20/10 by and between the CITY OF CARLSBAD, a municipal
corporation, fCity"), and the Carlsbad Unified School District ("CUSD").
RECITALS
A. CUSD requests the use of the video production and scheduling equipment
to record and televise semi-monthly school board meetings on the city's government
channel.
B. City of Carlsbad possesses necessary equipment for recording and
televising meetings and is willing to make equipment available to CUSD.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and CUSD agree as follows:
1. OPERATOR
CUSD has contracted Hoffman Video Production, ("Operator"), a qualified technician
trained to operate the city's video recording equipment, to produce and direct the
Carlsbad Unified School District Board of Trustee meetings. Operator has the required
experience in producing and directing public meetings for television. Operator will only
provide qualified video production technicians trained to operate the Broadcast Pix
video production switcher and character generator, signal monitoring equipment and the
Tightrope channel scheduling equipment ("Equipment") in accordance with the contract
attached hereto as Exhibit "A". City will provide any additional or specialized training to
Operator. Training costs will be covered by CUSD.
2. CHANNEL GUIDELINES
CUSD and Operator have read and agree to abide by the City of Carlsbad
Administrative Order No. 72 as set forth in attached Exhibit "B".
3. SCHEDULING OF EQUIPMENT. FACILITY AVAILABILITY AND PRIORITY
The Carlsbad Unified School District Board of Trustees generally meet the second and
fourth Wednesday of each month at 6:00 p.m. in the Carlsbad City Council Chambers.
City shall permit CUSD to use its Equipment on the second and fourth Wednesday of
the month. Equipment shall be available at '4:30 p.m. on the second and fourth
Wednesday for testing and preparation for meeting coverage as long as it does not
conflict with the regular conduct of city activities or programs. In the event of a conflict
on any second or fourth Wednesday during this time, the city event will take priority.
CUSD will be provided reasonable notice (5 working days) in advance of such
occurrence unless of an emergency which would constitute reasonable notice. CUSD
representative will be responsible for unlocking and securing city council chambers and
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10/09 HACOMMUNICATIONS\Communications\CityChannel\CUSD
control room prior to and after meetings. Operator will be provided access to the key to
open and secure the control room by the City of Carlsbad by 4:30 p.m.
4. INDEMNIFICATION
CUSD agrees to indemnify and hold harmless the City and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of this agreement caused by any negligence,
recklessness, or willful misconduct of CUSD, or its Agents, Operator, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
5. INSURANCE
CUSD will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Operator or
Operator's agents, representatives, employees or subcontractors.. The insurance will be
obtained from an insurance carrier admitted and authorized to do business in the State
of California. The insurance carrier is required to have a current Best's Key Rating of not
less than "A-:VM". OR with a surplus line insurer on the State of California's List of
Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X".
5.1 Coverages and Limits.
CUSD will maintain the types of coverages and minimum limits indicated below, unless
City Attorney or City Manager approves a lower amount. These minimum amounts of
coverage will not constitute any limitations or cap on CUSD's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation
that the limits of the insurance specified to be carried by CUSD pursuant to this
Agreement are adequate to protect CUSD. If CUSD believes that any required
insurance coverage is inadequate, CUSD will obtain such additional insurance
coverage, as CUSD deems adequate, at CUSD's sole expense.
5.1.1 Commercial General Liability Insurance. $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10/09 H:\COMMUNICATIONS\Communications\CityChannel\CUSD
5.2. Additional Provisions. CUSD will ensure that the policies of insurance required
under this Agreement contain, or are endorsed to contain, the following provisions:
5.2.1 The City will be named as an additional insured on General
Liability.
5.2.2 CUSD will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
5.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
5.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, CUSD will furnish certificates of insurance and endorsements to City.
5.4 Failure to Maintain Coverage. If CUSD fails to maintain any of these insurance
coverages, then City will have the option to declare CUSD in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to
maintain the required coverages. CUSD is responsible for any payments made by City
to obtain or maintain insurance and City may collect these payments from CUSD or
deduct the amount paid from any sums due CUSD under this Agreement.
5.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
6. MAINTENANCE AND SECURITY
CUSD will pay the City for equipment and facility maintenance $24.55/hr per meeting
and for channel administration a fee of $55.00 per meeting describe in the Carlsbad
Unified School District Report attached hereto as Exhibit "C" payable in advance on an
annual basis at the beginning of the fiscal year July 1. City will invoice CUSD.
Additionally, CUSD will provide a $5,000 letter of credit to cover any potential damage
to the equipment.
7. TERMINATION
In the event of the CUSD Operator's failure to provide qualified technicians as
described, City may terminate this Agreement for nonperformance by notifying CUSD
by certified mail of the termination.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement.
8. AGREEMENT AMENDMENTS
No amendment to this agreement shall be of any force or effect unless the same is in
writing and executed by the parties hereto.
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10/09 H:\COMMUNICATIONS\Communioations\CityChannel\CUSD
9. ASSIGNMENT
Neither the City of CUSD may assign or transfer this agreement, or any part thereof,
without the prior written consent of the other party.
10. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Operator under this Agreement.
For Citv:
Name VlKfa/U
itle \k ^MpffoLH^isy\ 1YW:
Department IxTYVWMVtU £#Al
City of Carlsbad
Address [2oo
Phone
For CUSD
Name
Title
Address
Phone No.
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
11. MEET AND CONFER
City and CUSD will meet on an annual basis, as mutually agreed, to discuss and and
resolve operational issues.
10/09 H:\COMMUNICATIONS\Communications\CityChannel\CUSD
12. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of CUSD each represent and warrant that they have the legal power, right and actual
authority to bind CUSD to the terms and conditions of this Agreement.
CARLSBAD UNIFIED SCHOOL
DISTRICT
*By:
(sign here)
(print name/titll)
(e-mail address)
By:
(sign here)
(print name/title)
(e-mail address)
CITY OF CARLSBAD, a municipal
corporation of the State of
California
City/Manager or Mayor
ATTEST:
CORRAINE M. WOOD
City Clerk
10/09 H:\COMMUNICATIONS\Communications\CityChannel\CUSD
BEST
ORIGINAL
EXHIBIT "A"
Bob Hoffman Video Production Agreement with CUSD
Attached
City of Carlsbad/CUSD use agreement- draft v.1
7/28/09 - H:\COMMUNICATIONS\Communications\City Channel\CUSD
7
i
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INDEPENDENT CONTRACTOR AGREEMENT ^ y X? .,,
%%HThis Agreement is hereby entered into between the Carlsbad Unified School District ///v
hereinafter referred to as "District," and %ab Haffiwrn MiA-en Va>A itcAiaAS 33 -03? ?7J tj
., Contractor Taxpayer ID Number
T&}5 Merel -Streei Sk L S*n D raan CA
Mailing Address City State f
hereinafter referred to as "Contractor."
j WHEREAS, District is authorized by Section 53060 of the California Government Code
to contract with and employ any persons for the furnishing of special services and advice in
financial, economic, accounting, engineering, legal or administrative matters, if such persons
are specially trained and experienced and competent to perform the special services required;
and
WHEREAS, District is in need of such special services and advice, and
WHEREAS, Contractor is specially trained and experienced and competent to perform
the special services required by the District, and such services are needed on a limited basis;
NOW, THEREFORE, the parties agree as follows:
1. N/'deo-VapP. ScdKpol Uaaind l>v\ggrffr\<3S
*r> O fl h
(If additional explanation or listing of services is required, attach Exhibit A which
is incorporated here in full by this reference.)
2. Term. Contractor shall commence providing services under this Agreement
j, and will diligently perform as required and complete performance
3. Compensation. District agrees to pay the Contractor for services satisfactorily
rendered pursuant to this. Agreement a total fee not to exceed $ "2^0 nntNpwv (or H W>orS f
*£o per Koi/r-fkgreeC^gr^tp^p^pjstrict shall pay Contractor according to the
following terms and conditions:
Terms - Net 30
(If additional explanation of payment terms is required, attach Exhibit B which is
incorporated here in full by this reference.)
4. Expenses. District shall not be liable to Contractor for any costs or expenses
paid or incurred by Contractor in performing services for District, except as
follows:
(If additional explanation of expense reimbursement terms is required, attach
Exhibit C which is incorporated here in full by this reference.)
5. Precedence of Agreement Over Exhibits. Should there be any ambiguity or
inconsistency between any exhibits to this Agreement and the terms of this
Agreement, the terms of this Agreement take precedence.
6. Standard of Performance. Contractor shall, in good and workmanlike manner
and in accordance with the highest professional standards, at its own cost and
expense, furnish all of the labor, technical, administrative, professional and all
other personnel, all supplies and materials, equipment, printing, transportation,
facilities and all other means whatsoever, except as herein otherwise expressly
specified to be furnished by District, necessary or proper to perform and
complete the work and provide the services required of Contractor by this
Agreement.
7. Independent Contractor. Contractor, in the performance of this Agreement, shall
be and shall act as an independent contractor. Contractor shall perform its
obligations under this Agreement according to the Contractor's own means and
methods of work which shall be in the exclusive charge and under the control of
the Contractor, and which shall not be subject to control or supervision by District
except as to the results of the work. Contractor understands and agrees that
he/she and all of his/her employees shall not be considered officers, employees
or agents of the District, and are not entitled to benefits of any kind or nature
normally provided employees of the District or to which District's employees are
normally entitled, including, but not limited to, State Unemployment
Compensation or Worker's Compensation. Contractor assumes the full
responsibility for the acts and/or omissions of his/her employees or agents as
they relate to the service to be provided under this Agreement. Nothing in this
Agreement shall give the Contractor authority with respect to any District decision
beyond the rendition of information, advice, recommendation, or counsel.
Contractor is not authorized to make any representation, contract or commitment
on behalf of District.
8. Taxes. Contractor acknowledges and agrees that it is the sole responsibility of
Contractor to make the requisite tax filings and payment to the appropriate
federal, state or local tax authorities. No part of Contractor's compensation shall
be subject to withholding by District for the payment of social security,
unemployment, or disability insurance or any other similar state or federal tax
obligation.
9. Materials. Contractor shall furnish, at his/her own expense, all labor, materials,
equipment, supplies and other items necessary to complete the services to be
provided pursuant to this Agreement, except as follows:
10. Originality of Services. Contractor agrees that all technologies, formulae,
procedures, processes, methods, writings, ideas, dialogue, compositions,
recordings, teleplays, and video productions prepared for, written for, submitted
to the District and/or used in connection with this Agreement, shall be wholly
original to Contractor and shall not be copied in whole or in part from any other
sources, except that submitted to Contractor by District as a basis for such
services.
11. Confidentiality and Use of Information.
(a) Contractor shall hold in trust for the District, and shall not disclose to any
person, any confidential information. Confidential information is
information which is related to the District's research, development, trade
secrets and business affairs; but does not include information which is
generally known or easily ascertainable by nonparties through available
public documentation.
(b) Contractor shall advise District of any and all materials used, or
recommended for use by Contractor to achieve the project goals, that are
subject to any copyright restrictions or requirements. In the event
Contractor shall fail to so advise District and, as a result of the use of any
programs or materials developed by Contractor under this Agreement,
District should be found in violation of any copyright restrictions or
requirements, or District should be alleged to be in violation of any
copyright restrictions or requirements, Contractor agrees to indemnify,
defend and hold harmless, District against any action or claim brought by
the copyright holder.
12. Audit and Inspection of Records. At any time during the normal business hours
and as often as District may deem necessary, Contractor shall make available to
District for examination at District's primary administrative offices, all data,
records, investigation reports and all other materials respecting matters covered
by this Agreement and Contractor will permit the District to audit, and to make
audits of all invoices, materials, payrolls, records of personnel and other data
related to all matters covered by this Agreement.
13. Works for Hire/Copyright/Trademark/Patent. Contractor understands and agrees
that all matters produced under this Agreement shall be works for hire and shall
become the sole property of District and cannot be used without District's
express written permission. District shall have all right, title and interest in said
matters, including the right to secure and maintain the copyright, trademark
and/or patent of said matter in the name of the District. Contractor consents to
use of Contractor's name in conjunction with the sale, use, performance and
distribution of the matters, for any purpose and in any medium.
14. Termination. District may at any time, with or without reason, terminate the
Agreement and compensate Contractor only for services satisfactorily rendered
to the date of termination. Written notice by District shall be sufficient to stop
further performance of services by Contractor. Notice shall be deemed given
when received by the Contractor or not later than five (5) days after the day of
mailing, whichever is sooner.
District may terminate this Agreement upon giving of written notice of intention to
terminate for cause. Cause shall include: (a) material violation of this Agreement
by the Contractor; or (b) any act by Contractor exposing the District to liability to
others for personal injury or property damage; (c) or if Contractor is adjudged a
bankrupt, and Contractor makes a general assignment for the benefit of creditors
or a receiver is appointed on account of Contractor's insolvency. Written notice
by District of termination for cause shall contain the reasons for such intention to
terminate, and unless within fifteen (15) days after service of such notice the
condition or violation shall cease, or satisfactory arrangements for the correction
thereof be made, this Agreement shall upon the expiration of the fifteen (15) days
cease and terminate. In the event of such termination, the District may secure
the required services from another contractor. If the cost to the District of
obtaining the services from another contractor exceeds the cost of providing the
service pursuant to this Agreement, the excess cost shall be charged to and
collected from the Contractor. The foregoing provisions are in addition to and not
a limitation of any other rights or remedies available to District. Written notice by
District shall be deemed given when received by the other party, or no later than
five (5) days after the day of mailing, whichever is sooner.
15. "DEFENSE AND INDEMNITY." (a) District shall not be liable for, and Contractor
shall defend and indemnify District and its officers, agents, employees and
volunteers (collectively "District Parties"), against any and all claims, deductibles,
self-insured retentions, demands, liability, judgments, awards, fines, mechanics'
liens or other liens, labor disputes, losses, damages, expenses, charges or costs
of any kind or character, including attorneys' fees and court costs (hereinafter
collectively referred to as "Claims"), which arise out of or are in any way
connected to the work covered by this Agreement arising either directly or
indirectly from any act, error, omission or negligence of Contractor or its officers,
employees, agents, contractors, licensees or servants, including, without
limitation, claims caused by the concurrent negligent act, error or omission,
whether active or passive, of District Parties. Contractor shall have no
obligation, however, to defend or indemnify District Parties from a claim if it is
determined by a court of competent jurisdiction that such claim was caused by
the sole negligence or willful misconduct of District Parties.
(b) Contractor shall defend and indemnify the District and its officers, agents
and employees from every claim or demand made and every liability, loss,
damage or expense, of any nature whatsoever, which may be incurred by
reason of any liability for damages which may arise from the furnishing or use of
any copyrighted or uncopyrighted matter or patented or unpatented invention
under this Agreement.
16. Insurance. Contractor agrees to carry a comprehensive general and automobile
liability insurance policy with limits of one million dollars ($1.000.000.00) per
occurrence combined single limit for bodily injury and property damage in a form
mutually acceptable to both parties to protect Contractor and District against liability
or claims of liability which may arise out of this Agreement. In addition, Contractor
agrees to provide an endorsement to this policy stating, "Such insurance as is
afforded by this policy shall be primary, and any insurance carried by District shall
be excess and noncontributory." No later than ten (10) working days after
execution of this Agreement, Contractor shall provide District with copies of the
policy or policies of insurance evidencing all coverages and endorsements required
hereunder including a provision for a thirty (30) day written notice of cancellation or
reduction in coverage. Contractor agrees to name District and its officers, agents
and employees as additional insureds under said policy. [Please check with the
District's JPA Risk Management advisor regarding any and all insurance
provisions.1
17. Professional Errors and Omissions Insurance. Contractor agrees to maintain in
full force and effect professional Errors and Omissions Insurance in the amount
of one million dollars ($1,000,000). No later than ten (10) working days after
execution of this Agreement by both parties, Contractor shall provide District with
copies of the policy or policies of insurance evidencing all coverages and
endorsements required hereunder including a thirty (30) day written notice of
cancellation or reduction in coverage.
18. Workers' Compensation Insurance. Contractor agrees to procure and maintain in
full force and effect Workers' Compensation Insurance covering its employees
and agents while these persons are participating in the activities hereunder. In
the event a claim under the provisions of the California Workers' Compensation
Act is filed against District by a bona fide employee of Contractor participating
under this Agreement, Contractor agrees to defend and hold harmless the
District from such claim.
19. Inspection By District. The services completed herein must meet the approval of
the District and shall be subject to the District's right of inspection to secure the
satisfactory completion thereof. If any services performed by Contractor do not
conform to the specifications and requirements of this Agreement, District may
require Contractor to re-perform the services until they conform to said
specifications and requirements, at no additional cost, and District may withhold
payment for such services until Contractor correctly performs them. When the
services to be performed are of such a nature that Contractor cannot correct its
performance, the District shall have the right to (1) require the Contractor to
immediately take all necessary steps to ensure future performance of services
conforms to the requirements of this Agreement, and (2) reduce the contract
price to reflect the reduced value of the services received by District. In the
event Contractor fails to promptly re-perform the services or to take necessary
steps to ensure that the future performance of the service conforms to the
specifications and requirements of this Agreement, the District shall have the
right to either (1) without terminating this Agreement, have the services
performed by contract or otherwise, in conformance with the specifications of this
Agreement and charge Contractor, and/or withhold from payment due to
Contractor, any costs incurred by District that are directly related to the
performance of such services, or (2) terminate this Agreement for default.
20. Hazardous Materials. Contractor shall comply with all Environmental Laws and
all other laws, rules, regulations, and requirements regarding Hazardous
Materials, health and safety, notices, and training. Contractor agrees that it will
not store any Hazardous Materials at any District Facility without prior approval of
District Administrator of Agreement or in violation of the applicable site storage
limitations imposed by Environmental Law. Contractor agrees to take, at its
expense, all action necessary to protect third parties, including, without limitation,
employees, students, and agents of the District from any exposure to Hazardous
Materials generated or utilized in its performance under this Agreement.
Contractor agrees to report to the appropriate governmental agencies all
discharges, releases, and spills of Hazardous Materials that are required to be
reported by any Environmental Law and to immediately notify the District of it. As
used in this section, the term "Environmental Laws" means any and all federal,
state or local laws or ordinances, rules, decrees, orders, regulations or court
decisions (including the so-called "common law"), including, but not limited to, the
Resource Conservation and Recovery Act, relating to hazardous substances,
hazardous materials, hazardous waste, toxic substances, environmental
conditions or other similar substances or conditions. As used in this section the
term "Hazardous Materials" means any chemical, compound, material,
substance or other matter that (a) is a flammable, explosive, asbestos,
radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic,
overtly injurious or potentially injurious material, whether injurious or potentially
injurious by itself or in combination with other materials; (b) is controlled, referred
to, designated in or governed by any Environmental Laws; (c) gives rise to any
reporting, notice or publication requirements under any Environmental Laws, or
(d) is any other material or substance giving rise to any liability, responsibility or
duty upon the District with respect to any third person under any Environmental
Laws.
21. Contact with Students. Contractor will not permit any of its employees who
perform services under this Agreement to come in contact with pupils or
communicate with pupils. In the event Contractor fails to prevent its employees
from having contact with pupils or communicating with pupils and injury results
from failure to prohibit pupil contact or communication, Contractor shall defend,
indemnify, protect, and hold the District, its agents, officers and employees
harmless from and against any and all claims, demands, liability, judgments,
awards, losses, injury, damages, expenses, charges or costs of any kind or
character whether to the District or to any person or property which arise from or
are connected with or are caused or claimed to be caused by Contractor's failure
to prohibit its employees, subcontractors or agents from having pupil contact or
communication. Any subcontractors hired by Contractor shall be subject to and
shall comply with this section, and it shall be the Contractor's responsibility to
require compliance with this section. Contractor and subcontractor shall be
jointly and severally liable for any injury that results from subcontractor's failure to
comply with this provision. Based on the determination that neither Contractor
nor any subcontractor of Contractor will have contact with pupils, no
fingerprinting of Contractor or its agents, subcontractors or employees is required
by this Agreement.
22. Assignment. The obligations of the Contractor pursuant to this Agreement shall
not be assigned by the Contractor.
23. Compliance With Applicable Laws. Contractor agrees to comply with all federal,
state and local laws, rules, regulations and ordinances that are now or may in the
future become applicable to Contractor, Contractor's business, equipment and
personnel engaged in operations covered by this Agreement, or occurring out of
the performance of such operations.
24. Permits/Licenses. Contractor and all Contractor's employees or agents shall
secure and maintain in force such permits and licenses as are required by law in
connection with the furnishing of services pursuant to this Agreement.
25. Employment With Public Agency. Contractor, if an employee of another public
agency, agrees that Contractor will not receive salary or remuneration, other than
vacation pay, as an employee of another public agency for the actual time in
which services are actually being performed pursuant to this Agreement.
26. Entire Agreement/Amendment. This Agreement and any exhibits attached
hereto constitute the entire agreement among the parties to it and supersedes
any prior or contemporaneous understanding or agreement with respect to the
services contemplated, and may be amended only by a written amendment
executed by both parties to the Agreement.
27. Nondiscrimination in Employment. Contractor agrees that it will not engage in
unlawful discrimination in employment of persons because of race, color,
religious creed, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, or sexual orientation, or a perception
that a person has or is associated with a person who has, or is perceived to
have, any of these characteristics.
28. Non-Waiver. The failure of District or Contractor to seek redress for violation of,
or to insist upon, the strict performance of any term or condition of this
Agreement, shall not be deemed a waiver by that party of such term or condition,
or prevent a subsequent similar act from again constituting a violation of such
term or condition.
29. Administrator of Agreement. This Agreement shall be administered on behalf of,
and any notice desired or required to be sent to a party hereunder shall be
addressed to:
For District: Walter Freeman, Assistant Superintendent
6225 El Camino Real
Carlsbad, Ca 92009
For Contractor:
30. Notice. All notices or demands to be given under this Agreement by either party
to the other, shall be in writing and given either by: (a) personal service or (b) by
U.S. Mail, mailed either by registered or certified mail, return receipt requested,
with postage prepaid. Service shall be considered given when received if
personally served or if mailed on the fifth day after deposit in any U.S. Post
Office. The address to which notices or demands may be given by either party
may be changed by written notice given in accordance with the notice provisions
of this section. At the date of this Agreement, the addresses of the parties are as
set forth above.
31. Severabilitv. If any term, condition or provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions will nevertheless continue in full force and effect and shall not be
affected, impaired or invalidated in any way.
32. Successors. All terms of this Contract shall be binding upon, inure to the benefit
of, and be enforceable by the parties hereto and their respective heirs, legal
representatives, successors, and assigns.
33. Neither Party Considered Drafter. Despite the possibility that one party may
have prepared the initial draft of this Contract or played the greater role in the
physical preparation of subsequent drafts, neither party shall be deemed the
drafter of this Contract. In construing this Contract in case of any claim that any
provision hereof may be ambiguous, no such provision shall be construed in
favor of one party on the ground that such provision was drafted by the other.
34. Conflicts of Interest. Contractor presently has no interest, including but not
limited to other projects or independent contracts, and shall not acquire any such
interest, direct or indirect, which would conflict in any manner or degree with the
performance of services required to be performed under this contract. The
Contractor shall not employ any person having any such interest in the
performance of this Agreement.
35. Cartwright Act. Following receipt of final payment under the Agreement,
Contractor assigns to the District all rights, title and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or
under the Cartwright Act (Chapter 1)(commencing with Section 16700) of Part 2
of Division 7 of the Business and Professions Code), arising from purchases of
goods, material, or services by the Contractor for sale to the District under this
Agreement.
36. Governing Law. The terms and conditions of this Agreement shall be governed
by the laws of the State of California with venue in San Diego County, California.
37. Warranty of Authority. Each of the parties signing this Agreement warrants to the
other that he or she has the full authority of the entity on behalf of which his or
her signature is made.
Approved by Board of Trustees on
DISTRICT, /} „ CONTRACTOR
By.
ngnature Signa
Walter Freeman
Typed Name Typed Name
Assistant Superintendent
Title
33-037
Social Security or
Taxpayer Identification Number
CERTIFICATION OF COMPLIANCE-CONTACT WITH PUPILS
TWvA V wff) HoCJU6TiO«^rContractor) certifies that pursuant to Education
Code Section 45125.1, it has conducted criminal background checks, through the California
Department of Justice, of all employees providing services to the Carlsbad Unified School District,
pursuant to the contract, and that non have been convicted of serious or violent felonies, as
specified in Penal Code Sections 1192.7( c) and 667.5( c), respectively.
As further required by Education Code 45125.1, attached hereto is a list of the names of the
employees of the undersigned who may come in contact with pupils.
I declare under penalty of perjury under the laws of the United States that the foregoing is true and
correct.
Contractor
Signature
30. 200°!
Date
10
CITY OF CARLSBAD
&.*r;* f
VIDEO PRODUCTION
PROPOSAL BY:
PftODUCTfOMS
ORIGINAL
John A. Roach, Ed. D.
Carlsbad Unified School District
6225 El Camino Real
Carlsbad, CA 92009
July 22, 2009
Dear Mr. Roach,
Thank you for the opportunity to submit a proposal to you for the video
production services contract. I am very excited about the opportunity of working
with the Carlsbad Unified School District.
As I mentioned to you, we have been providing video production services to the
City of Chula Vista for the past eleven years and the City of Solana Beach for the
past three years. During that time we have reliably and dependably provided
coverage of nearly 500 City Council meetings as well as coverage of numerous
other meetings and city events. We have also produced broadcast quality
productions for various city departments as well as productions for many other
government agencies throughout San Diego County.
In addition to our qualifications as a video production company, I am sure you
and the rest of the School District staff will find us very easy and professional
company to work with. And we are ready to start as soon as you need us. We
already meet all of your requirements for employee staffing, workers
compensation insurance and business liability coverage.
Thank you again for giving us the opportunity to submit a proposal for your
consideration. Bob Hoffman Video Productions has the skill and the experience
to provide the services Carlsbad needs. In addition, I hope we can be a resource
to your city as consultants on all matters that relate to video production,
photography, multi-media and streaming media.
Sincerely,
Bob Hoffman
Owner, Bob Hoffman Video Productions
4805 Mercury Street, Suite L, San Diego, CA92111
VIDEO PRODUCTIONS
Table of Contents
Production Team Profile 2
Outline Of Production Services 3
Proposed Production Cost 4
Additional Services Available 4
4805 Mercury Street, Suite L, San Diego, CA 92111
m Bob Hoffman
IjmSviDEO PRODUCTIONS
Production Team Profile
Bob Hoffman Video Productions is a veteran production company, in business
in San Diego County since 1983. Since then we have worked hard to earn a
reputation for cutting edge, creative and affordable video production, DVD
authoring and multi-media. We pride ourselves in providing outstanding quality
and service to every customer.
Our Kearny Mesa business office houses four editing suites, production space as
well as in-house, full service duplication facility. Our current staff of nine includes
full time videographers, editors and customer support employees. Highlights of
our twenty six years in business include:
• Numerous local and national awards including twelve "Telly Awards."
• Two local "Emmy" nominations.
• Awarded "San Diego Small Business of the Month" by proclamation of
Mayor of San Diego, May 1996. Award for outstanding service to the San
Diego Community.
• We have produced, many programs and commercials televised
throughout the U.S. including producing, shooting and editing over 140
half-hour programs for KNSD 7/39.
• Our recent corporate clients include Pala Casinos, Sullivan Luallin
Healthcare Consulting, Wells Fargo, SDSL) and Thermo Fisher Scientific.
• We have produced programs for many government agencies in Southern
California including The City of San Diego, The County of San Diego, The
City of Chula Vista, The City of Imperial Beach, Sweetwater Authority and
The Imperial Valley Irrigation District.
We have had an ongoing business relationship with The City of Chula Vista for
the past eleven years. Over that time we have produced numerous news release
packages, shot and edited several presentations from the Mayor that were
shown at public events and videotaped hundreds of City Council Meetings.
Liz Beth Pursell, Director of Communications 619-691-5296
Over the past eighteen years we have had an ongoing relationship with the
Sweetwater Authority. Over the course of that time we have produced several
award winning productions for them highlighting water conservation, the
Authority's use of advanced reverse osmosis technology and watershed and
environmental issues.
Sue King, Communications Coordinator 619-409-6721
4805 Mercury Street, Suite L, San Diego, CA 92111
TFI (8581 576-0046 FAX IRKfft 576-0117
VIDEO PRODUCTIONS
Outline of Video Production Services
Bob Hoffman Video Productions proposes to provide the Carlsbad Unified School
District with the following services:
1. Bob Hoffman Video Productions shall perform all of the necessary duties
required to successfully produce each of the Carlsbad Unified School
District's regularly scheduled School Board meetings.
2. Bob Hoffman Video agrees to have a sufficient number of qualified staff
available to ensure that all regularly scheduled School Board meetings are
televised without exception and with a consistent level of quality.
In addition to these basic requirements, Bob Hoffman Video agrees to provide
the following additional services, at no additional cost to the Carlsbad Unified
School District.
1. Provide routine testing, simple maintenance (head cleaning etc.) and
adjustment of the video production equipment located in the City of
Carlsbad Chambers.
2. Provide leaner equipment (as available) in the event that city owned
equipment requires outside repair.
4805 Mercury Street, Suite L, San Diego, CA 92111
TEL (858) 576-0046 FAX (858) 576-0117
VIDEO PRODUCf/OAfS
man
Proposed Production Cost
Bob Hoffman agrees to provide the services outlined above at a cost of $60 per
hour with a minimum charge of four hours per meeting.
Additional Services Available
In addition to the requested services, Bob Hoffman Video Productions offers a
full range of television and multi-media services available to the Carlsbad Unified
School District.
Consulting on video and multi-media software and production equipment.
Remote video recording and production.
Broadcast quality editing and post production.
Still photography, graphics and photo editing.
Streaming media for websites and e-mail.
Video for iPods and "Podcasting."
Videotape and audio tape duplication.
DVD and CD duplication.
Video news release production.
PSA production.
Training and HR video production.
Script writing
4805 Mercury Street, Suite L, San Diego, CA 92111
R7fi-nrUfi FA
EXHIBIT "B"
ADMIN ORDER 72
Attached
City of Carlsbad/CUSD use agreement - draft v.1
7/28/09 - H:\COMMUNICATIONS\Communications\City Channel\CUSD
8
CITY OF CARLSBAD
1200 Carlsbad Village Drive
Carlsbad, CA 92008
ADMINISTRATIVE ORDER NO. 72
TO: ALL DEPARTMENTS
FROM: CITY MANAGER
SUBJECT: USE OF THE GOVERNMENT CHANNEL
PURPOSE
The purpose of this administrative order is to implement the Council's policy for the operation of
the City of Carlsbad government channel (currently Time Warner 24/126, collectively "channel"
and future channels provided by AT&T and any other video service provider), and to describe its
use by the City of Carlsbad as a government channel. All video service providers and content
programming providers will be required to adhere to Administrative Order.
This Administrative Order shall be provided to all departments and those individuals or entities
seeking permission to broadcast content on the City's government channel.
BACKGROUND
In 2006 the passage of the state franchise law Digital Infrastructure and Video Competition Act
of 2006 (DIVCA) changed some requirements for local video providers, such as Time Warner
Cable. On January 1, 2008, DIVCA became effective and created a statewide franchising process
for the delivery of video services, shifted customer service to local entities, and changed public
education and government (PEG) access requirements and support.
Effective January 1, 2009, Time Warner Cable's duty to support PEG channel facilities shifted to
local PEG channel operation. This means the City is now responsible for the operation of its own
government channel(s), including producing all City Council meetings. Additionally, the City is
responsible for all programming that is aired on its government channel, currently designated on
the Time Warner system as channel 24/126. AT&T and future video service providers are also
required to make the necessary technical arrangements to carry the City's government channel
and abide by applicable policies and standards.
CHANNEL GOALS
The goal of the city's channel is to provide government programming of interest to the residents
of Carlsbad concerning the functions, activities, programs and issues of the city, and to facilitate
the community's ability to learn about and participate in city government. Live and recorded
programming will be used, as well as text screens to convey information.
CHANEL OBJECTIVES
The objectives of the city's government channel are to:
• Inform the Carlsbad community about city issues, programs and services
• Explain the opportunities for and encourage community participation in city decision
making
• Provide other governmental agency programming relating to city issues or city residents
produced in accordance with this Administrative Order.
CHANNEL ADMINISTRATION
The City Manager or his/her designee is responsible for overall operations, programming
activities and program scheduling.
The government channel shall be aired on local service providers' designated channels.
Programming shall be consistent with the goals and objectives of the channel, adhere to this
Administrative Order and Carlsbad City Council Policy #75, and conform to California Public
Utilities Code Sections 5800-5870 and US Code, Title 47, section 531, as they may apply to
operations of government channels.
The City of Carlsbad owns and maintains the production facilities and equipment supporting the
government channel. Use of the city's government channel related audio/video production
equipment shall be limited to authorized city employees, contractors, qualified volunteers and/or
interns under the supervision of the City Manager or his/her designee.
PROGRAMMING SOURCES AND PRIORITIES
Programming viewed on the city's government channel must fall into one or more of the
following programming categories. The programming categories are listed in order of priority:
1. Emergency - Live, taped, or text and graphics programming shown at any time, as emergency
dictates, to disseminate emergency instructions and critical safety information to the public and
to provide accurate and complete information regarding emergency incident cause, size, status,
impact and resource commitments. The City Manager or his/her designee shall approve the
content and scheduling of any emergency programming. In the case of an emergency, regularly
scheduled programming maybe interrupted or canceled.
2. Government Meetings/Hearings/Events - City Council meetings are intended, to the extent
possible, to be aired gavel-to-gavel without editing or editorial comment. Some public meetings,
city functions and special events will be recorded and edited for length to play back at times
convenient to the viewing public.
3. City Services and Community Benefits - Programming that provides information about city
government services and projects.
4. Other Government Programming - Other government agency programming relating to city
issues or residents produced in accordance with this Administrative Order, including special
districts, county, state and federal agencies, relating to non-partisan programs or information
concerning government services or activities regarding their respective level of government's
response to community issues of local concern.
PROGRAMMING SCHEDULING
Scheduling the use of the government channel time shall be the responsibility of the City
Manager or his/her designee. Scheduling will be in accordance with the channel use priorities
listed in this Administrative Order.
OTHER GOVERNMENT PROGRAMMING
All other government programming is subject to approval by the City Manager or his/her
designee and must meet channel goals, objectives and guidelines outlined in this Administrative
Order. Up to 20 percent of total monthly airtime on the channel may be from other government
programming sources.
The City Manager or his/her designee shall not exercise editorial control over the content of the
other government programming. If it is determined by the City Manager or his/her designee that
the other government programming does not comply with the criteria above, the other
government programming shall not be aired.
Other government agencies submitting programming are responsible for obtaining all necessary
copyright clearance and other permissions, waiver and intellectual property rights, if required,
and shall indemnify and hold the city, its officers and agents harmless against any claim for
damages by a third party for infringement of intellectual property rights or other
permissions.
All programming produced by the City of Carlsbad shall be subject to copyright protection.
Retransmission of any unauthorized use of City of Carlsbad programming (in part or whole) is
strictly prohibited without the advanced written consent of the City of Carlsbad.
FEES
A fee will be charged for other government programming submissions to recover costs
associated with administrative coordination, scheduling and preparation of programming for
playback.
PROHIBITED PROGRAMMING
Programming that does not comply with the goal of the city channel or this Administrative
Order, or that contains the following material, will not be aired:
• Commercial programming, for-profit enterprises, trade or business announcements.
However, this provision shall not prevent the incidental identification of the persons
or entities providing grants or contributions to underwrite the cost of a production.
• Copyrighted material, unless clearances have been obtained, and written proof of
such copyright clearance is presented or attested to by the submitting entity.
Similarly, all permissions, waivers and other intellectual property rights must be
obtained and written proof presented or attested to by the submitting entity.
• Promotion of religious beliefs or religious philosophies.
• Programming that promotes activity that is illegal under federal, state or local laws or
that is defamatory (i.e. slander), indecent, promotes hate, tobacco, profanity, alcohol,
obscenity or pornography.
BULLETIN BOARD
The city's government channel may play a bulletin board (character-generated text) to provide
residents with information about city services and events, and other government agency events.
Announcements must meet all channel-programming goals, objectives and the guidelines in this
Administrative Order.
TECHNICAL STANDARDS
Audio and video must be of high technical quality as determined by the City Manager or his/her
designee. Programming with technical problems will not be accepted.
Programming is to be submitted in one of the following formats: DVD R-W, DVCam tape or via
direct feed and clearly labeled with:
• Title of program
• Name and contact information of producer or other government entity
• Total running time ("TRT")
• Audio channel designations for videotaped material shall be listed on channel one,
two or both channels
All programming, (with the exception of public meeting coverage), must begin with a title slate
and time with no fewer than 10 seconds of color bars followed by a 10-second countdown and
two seconds of studio black. Programming should have no fewer than 15 seconds of black at the
end.
PROGRAMMING SUBMISSION, REVIEW AND APPEAL PROCESS
The City Manager or his/her designee reserves the right to review all programs prior to playback
to determine compliance with this Administrative Order. Any program reviewed may be
accepted as presented, turned down completely or given conditional approval. In the case of
conditional approval, portions will be listed as needing revision or deletion. The submitting
entity of the program will then have the option of making all specified changes or withdrawing
the program from consideration.
Should any other government programming material be turned down or given conditional
approval for broadcast by the City Manager or his/her designee, the submitting entity will also
have the option to submit a formal request to the City Manager for reconsideration of the
decision. The request for reconsideration must be filed in writing and signed by the entity
submitting the material within five business days of written denial. The City Manager will
review the written request and respond in writing within 10 business days of receipt affirming,
denying or modifying the original decision or indicating the reasoning for the denial or
conditional approval.
PROGRAM RETENTION, REVIEW AND COPYING
Videotape or other media recordings that have been made of public meetings and locally
produced programs will be retained for a minimum of one year after their initial recording.
Videotapes or other recorded media subject to retention will not be allowed to be borrowed
and/or removed from the city's production facilities. Duplication of recorded videotapes or other
recordable media may be requested and is subject to applicable fees to cover costs associated
with duplication.
Programming accepted for airing from other government agencies may be retained for repeat
broadcasting at the sole discretion of the city unless other advance arrangements are made in
writing. Tapes and other recordable media will be reused and original material erased if no
written request for retention/return has been made in advance.
PROGRAMMING DISCLAIMER
Any audio and/or video recordings of public meetings are to be considered unofficial and are not
intended to serve as an official record of the meeting. The views and expressions recorded and/or
played back during any public meeting or other informational program by speakers and others
are not necessarily those of the City of Carlsbad, city officials, city employees and/or agents but
are those of the individuals who have made them.
ACTION
This Administrative Order shall become effective immediately.
Date:
LISA HILDABRAND
City Manager
ACTION
CARLSBAD UNIFIED SCHOOL DISTRICT
Carlsbad, California
September 23, 2009
TO: Board of Trustees
FROM: John A. Roach, Ed.D.
District Superintendent
SUBJECT: Contract with the City of Carlsbad to Accommodate the Televising of CUSD
Board Meetings
BACKGROUND INFORMATION
In 2006, the passage of the state franchise law Digital Infrastructure and Video Competition Act
of 2006 (DIVCA) changed some requirements for local video providers, such as Time Warner
Cable. On January 2, 2008, DIVCA became effective and created a statewide franchising
process for the delivery of video services, shifted customer service to local entities, and changed
public education and government (PEG) access requirements and support. This effectively
eliminated the funding for the Carlsbad Community Television Foundation, which had provided
the funding to pay Time Warner to televise school board meetings.
Effective January 1, 2009, Time Warner Cable's duty to support PEG channel facilities shifted to
local PEG channel operation. This means the City of Carlsbad is now responsible for the
operation of its own government channel(s), including producing all City Council meetings.
Additionally, the City is responsible for all programming that is aired on its government channel,
currently designated on the Time Warner system as channel 24/126. AT&T and future video
service providers are also required to make the necessary technical arrangements to carry the
City's government channel and abide by applicable policies and standards.
On July 22, 2009, the Board of Trustees authorized staff to develop contract arrangements with
Bob Hoffman Video Productions to broadcast CUSD Board of Trustees meetings in the Carlsbad
City Council Chambers.
CURRENT INFORMATION
The City of Carlsbad owns and maintains the production facilities and equipment supporting the
government channel. Use of the City's government channel related audio/video production
equipment shall be limited to authorized City employees, contractors, qualified volunteers and/or
interns under the supervision of the City Manager or his/her designee.
All other government programming is subject to approval by the City Manager or his/her
designee and must meet channel goals, objectives and guidelines outlined in the City of
Carlsbad's Administrative Order. Up to 20 percent of total monthly airtime on the channel may
be from other government programming sources.
FINANCIAL IMPLICATIONS
The City of Carlsbad has determined the cost of approximately $220.00 per month to provide 4
'/2 hours of staff time per meeting and the use of the City-owned equipment to televise CUSD's
Board meetings at the City Council Chambers. This $220.00 City fee is in addition to the $240
per meeting fee charged by Bob Hoffman Video. We expect the total cost per meeting to be
approximately $350.00.
The funding provided by the Carlsbad Community Television Foundation should cover the
necessary costs for the foreseeable future.
RECOMMENDATION
It is respectfully recommended that the Board of Trustees approve a contract with the City of
Carlsbad for the period of October 1, 2009 through June 30, 2010, to accommodate the televising
of CUSD Board meetings in the Carlsbad City Council Chambers.
SUPERINTENDENT'S RECOMMENDATION: Approve staff recommendation