HomeMy WebLinkAboutCarlsbad Unified School District; 2013-09-04;AGREEMENT FOR VIDEO PRODUCTION SERVICES
BETWEEN CITY OF CARLSBAD AND
CARLSBAD UNIFIED SCHOOL DISTRICT
THIS AGREEMENT is made and entered into as of the day of
S^ptcvTskcj^ 20 /3 . by and between the CITY OF CARLSBAD, a municipal
corpcfation, ("City"), and Carisbad Unified School District, ("District").
RECITALS
City operates a government television channel (California Public Utilities Code section 5800 et
seq.) for the benefit of the community. The City broadcasts live and pre-recorded programming
on its government channel. Carisbad High School and Valley Middle School (collectively
"Schools") are educational institutions within the Carisbad Unified School District and each of
these Schools has television broadcasting programs as part of their respective academic
curriculum. The Schools desire to broadcast student produced live and pre-recorded
programming on the City's government channel. The City acknowledges that it is a public
benefit for the City to provide limited access to Schools to broadcast limited student produced
live and pre-recorded programming on the City's channel.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein. City and District agree as follows:
1. School Student Prooramminq. City agrees to allow Schools limited access for Schools to
broadcast live and pre-recorded programming as further described in Exhibit "A", attached and
incorporated by this reference in accordance with the terms and conditions set forth in this
Agreement.
2. Term. This Agreement will be effective for a period of one year from the date first above
written. The Agreement may be extended for two additional two-year periods with the consent
of both parties,
3. Compensation, In lieu of the normal annual payment of $2200,00 (twenty-two hundred
dollars) to the City of Carlsbad for the District's access to the City's government channel, rental
of video equipment in council chambers and scheduling of programming, City will accept
programming to play on the City's government channel as follows: CHSTV newscasts, individual
packages and PSAs, original programming i,e. "We Must Remember: Lessons of the
Holocaust," "One in Seven" and newscasts, individual news packages and PSAs produced by
the Valley Middle School news program (collective referred to as "School Programming
Sen/ices"). As additional consideration. District will also produce three news packages each
school year about a City of Carisbad service or event to run independently of the newscast.
4. Status of District, District and Schools will perform and produce the School
Programming Services as independent contractors and in pursuit of District's independent
calling, and not as an employee of City or in conjunction with the City. District will be under the
control of City only as to the broadcasting and scheduling of the School Programming Services.
5. RESERVED.
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6. RESERVED.
7. Indemnification for Intellectual Propertv Infrinqement. District agrees to defend,
indemnify and hold harmless City, its elected officials, employees and agents from and against
any claim, action, proceeding, liability, loss, damage, cost or expense, including, without
limitation, reasonable attorneys' fees, as provided herein, arising out of any claim that the
District's School Programming Services or other deliverables/programming, or any part of them,
infringes upon or othenA/ise violates any copyright, trade secret, trademark, service mark,
patent, invention, proprietary information, or other rights of any third party, or that City's
broadcast and use of them othenA/ise violates this Section [collectively referred to for purposes
of this Section as "Infringement Claims(s)"], by paying all amounts that a court finally awards or
that District agrees to in settlement of such Infringement Claim(s), as well as any and all
expenses or charges arising from such Infringement Claim(s), including reasonable attorneys'
fees, as they are incurred by City or any other party indemnified under this Section.
City also agrees that, if the use or broadcasting of the District's School Programming
Sen/ices, or deliverables/programming, or any part of them, becomes, or in District's opinion is
likely to become, the subject of an Infringement Claim(s), City will permit District, at District's
option and expense for all associated costs, either to procure the right for City to continue to
broadcast and use District's School Programming Services or other deliverables/programming,
or part thereof, or to replace or modify them with another program to become non-infringing,
provided such replacement or modification does not cause the School Programming Services or
deliverables/programming, or any part thereof, to fail to comply with any of the requirements of
this Agreement,
In the event City's ongoing use of District's School Programming Services or
deliverables/programming, or any part of them, is the subject of any act by a third party arising
from an Infringement Claim that would preclude or impair City's use of District's School
Programming Sen/ices, or other deliverables/programming (e,g,, injunctive relief), or if City's
continued use of them may subject it to punitive damages or statutory penalties. City shall give
written notice to District of such fact(s) and will, without liability to District, discontinue the
broadcasting of said School Programming Sen/ices.
City reserves the right and sole discretion to cancel all District School Programming Services
and live broadcasting.
8. Indemnification - General, District 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 the performance of the work described
herein caused in whole or in part by any willful misconduct or negligent act or omission of the
District, anyone directly or indirectly employed by the District or School 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.
9. Insurance. District will obtain and maintain policies of commercial general liability
insurance, automobile liability insurance, a combined policy of workers' compensation.
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employers liability insurance, and professional liability insurance from an insurance company
authorized to transact the business of insurance in the State of California which has a current
rating in the Best's Key Rating guide of at least A-:V in an amount of not less than one million
dollars ($1,000,000) for each policy, unless othenA/ise authorized and approved by the City
Attorney or the City Manager. District wili obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage. The insurance will be in force during
the life of this Agreement and will not be canceled without thirty (30) days prior written notice to
the City by certified mail. City will be named as an additional insured on General and
Automobile liability. District will furnish certificates of insurance to the Contract Department, with
endorsements to City prior to City's execution of this Agreement,
10. Conflict of Interest. City wiil evaluate District's duties pursuant to this Agreement to
determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code
is required of District or any of District's employees or agents. Should it be determined that
disclosure is required. District or District's employees, or agents will complete and file with the
City Clerk those schedules specified by City and contained in the Statement of Economic
Interests Form 700.
11. RESERVED.
12. Termination. City or District may terminate this Agreement at any time after a
discussion, and written notice to the other party.
13. RESERVED,
14. Venue and Jurisdiction. District agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the
State Superior Court, San Diego County, California.
15. Assionment. District may not assign this Agreement or any part of it without the prior
written consent of City.
16. Amendments This Agreement may be amended by mutual consent of City and District.
Any amendment will be in writing, signed by both parties, with a statement of estimated changes
in charges or time schedule.
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17. Authority. The Individuals executing this Agreement and the instruments referenced in it
on behalf of District each represent and warrant that they have the legal power, right and actual
authority to bind District to the terms and conditions of this Agreement.
DISTRICT
(e-mail address)
(Sioflr here
Suzette Lovely, Superintendent
By:
CITY OF CARLSBAD, a municipal
corporation of the State of California
(Print name/title)
slovely@carIsbadusd.net
(e-mail address)
^By:
(Sign here)
(Print name/title)
^^^'^^ Manager or Mayor ^^c^^^^v.SB^o^^.^^
ATTEST: ^^C^^^FI'^"
BARBARA ENGLESON
City Clerk
If required by City, proper notarial acknowledgment of execution by District must be attached. jf_a
Corporation. Agreement must be signed by one corporate officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-President
*Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A City Attorney
Assistant City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
The CHSTV and Valley Middle School broadcasting program will provide daily newscasts,
individual packages and PSAs and original programming i.e, "We Must Remember: Lessons of
the Holocaust," "One in Seven" to the City of Carisbad to play on the city government channel.
District will also produce three news packages each school year featuring a City of Carisbad
sen/ice or event that will run independently of the newscast on the city government channel.
The CHSTV newscast will air daily at 9:20 a.m. and 5:45 p.m. Monday through Friday, Other
programming provided by the District will be scheduled when airtime is available.
District will use school district equipment to produce the programming. Sen/ices under this
contract are non-exclusive and if District is unavailable for a given project; the city resen/es the
right to choose an alternate District to provide described sen/ice.
CHSTV newscasts will be delivered via the live feed between the high school and the City of
Carisbad. All other programming will be uploaded to a "drop box" provided by the District where
the city can download files to play on the channel.
All programs must be encoded and ready to play on the channel. File format is MPEG-2 @
29,97 FPS; 720-480; 4:3, ,9 pixel aspect ratio. Audio MPEG-2; 48kHz, 16 bit stereo. Files are to
be in letterbox, please do not deliver anamorphic and observe safe title areas and broadcast
safe levels.
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