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HomeMy WebLinkAboutKawasaki, Darren; 2005-08-09;AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR Video Production Services DARREN KAWASAKI This Amendment No, 1 is entered into and effective as of the £%*/ day of •- C/\ LM^V^^'^ > 200Jl£, extending and amending the agreement dated August 9, 2005Q (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Darren Kawasaki, a motion picture and video tape production professional, ("Contractor") (collectively, the "Parties") for video production services. RECITALS A. On August 9, 2005, the Parties executed the original Agreement for video production services, and B. The Parties desire to extend the Agreement for a period one year, and C. The Parties desire to alter the Agreement's scope of work to include vendor assisting with shooting editing and producing 2005-06 State of the City and Fall 2006 Community update video programs under the direction of city staff. D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A".'With this Amendment, the total annual Agreement amount shall not exceed five thousand dollars ($5,000). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed ^five thousand dollars ($5,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 5. This Agreement may be amended for one additional one-year period. City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) f City Manager or Mayor •J~ (print name/title) (^ ATTEST: .lAtA (e-mail adoTess) LORRAINE M. WOOD *By: City Clerk (sign here) (print name/title) (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. "Group A. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: RONALDJJ^BALL, City Attorney Deputy City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES Darren Kawasaki will be providing the following services: Vendor will assist with shooting, editing and producing Carlsbad State of the city programs and the fall 2006 Community Update video program under the direction of the city communications staff. Contractor may use City gear or personal gear to acquire video tape of city events, locations and interviews. Contractor may also edit video into finished products. Vendor will charge $475 for a full day and will bill the city periodically. AGREEMENT FOR Video Production Services DARREN KAWASAKI THIS AGREEMENT is made and entered into as of theqdday of 2005, by and between the CITY OF CARLSBAD, a municipal corporation, Darren Kawasaki, a motion picture and video tape production company. RECITALS City requires the professional services of professional camera and video production editor. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. above written. Contractor and may be extended for two additional one-year terms. Term. This Agreement will be effective for a period of one year from the date first This agreement may be amended by mutual consent of City and 3. ComDensation. The total fee payable for the Services to be performed will be five thousand dollars [$5,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. Status of Contractor. Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. Indemnification. Contractor 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 Contractor, 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. City Attorney Approved Version #04.04.02 1 6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers’ compensation, 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 five hundred thousand dollars ($500,000) each, unless otherwise authorized and approved by the City Attorney or the City Manager. Contractor will 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. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. City will evaluate Contractor’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 Contractor or any of Contractor’s employees, agents or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor’s employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 8. Compliance With Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. Conflict of Interest. 9. Termination. City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor‘s costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 1 1. Venue and Jurisdiction. Contractor 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. 12. any monies due or to become due under it, without the prior written consent of City. Assicrnment. Contractor may assign neither this Agreement nor any part of it, nor 13. Amendments This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. ... ... ... ... ... ... City Attorney Approved Version #04.04.02 2 14. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACT0 R (sign he re) 8 (print namehitie) 1 d&vvcnekQ<aflA/ri L. MllF (e-mail address) **By: (sign here) (print n a me/t i t I e) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If 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 off icer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: City Attorney Approved Version #04.04.02 3 EXHIBIT “A” SCOPE OF SERVICES Vendor will assist with shooting, editing and producing 2004-05 State of the City and Fall 2005 Community update video programs under the direction of city communications staff. Contractor may use City gear or personal gear to acquire videotape of city events, locations and interviews. Contractor may also edit video into finished products. City Attorney Approved Version #04.04.02 4