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HomeMy WebLinkAboutKawasaki, Darren; 2008-03-31;"Exhibit A" Project Task Description Darren Kawasaki ect Task Description No. 1 and Fee Schedule is entered into on , pursuant to a Master Agreement between Darr ~awadki and the City of Carlsbad, hereinafter referred to as 'CiN dated %(&D$ (the "Agreement"), the terms of which are incorporated herein by this references. 1. Contractor's Obligations Contractor shall provide professional video production services: Contractor shall provide professional videography for the 2008 Carlsbad Community Update Video (CUVI) media management and related technical issues. Communications department will provide contractor with shot directions, contacts and locations and video footage for the 2008 Community Update Video: CUVI: March 31,2008 through May 23,2008 Contractor will deliver completed program: CUVI: May 26,2008 Contractor will provide media management, including archiving of program and DVD creation by: CUVI: June 6,2008 2. Progress and Completion Dates for progress and completion are listed in section one of the Project Task Description. 3. Fees to be Paid to the Contractor The maximum total cost of Contractor's services for this Project Task and Fee Schedule shall not exceed five thousand dollars ($5,000). Contractor shall bill hourly fees as set forth in the Master Agreement, Section 3 Compensation (name of contractor) By: (sign here) ,- /14w*Ji.k,'/,u~LF qprint nameltitle) (print nameltitle) d k - n i i (e-mail address)" (e-mail address) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Column B Chairman. President or Vice-President 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. Cit o arlsbad, a municipal corporation &' Date: ~/~!~l B . Co unications Manager Approved as to Form MASTER AGREEMENT FOR PROFESSIONAL VIDEO PRODUCTION SERVICES IN COMMUNICATIONS (DARREN KAWASAKUDARREN KAWASAKI PRODUCTIONS) and entered into as of the &!!AT day of and between the CITY OF CARLSBAD, a municipal Kawasaki, an individual doing business as Darren Kawasaki Productions, a sole proprietorship, a video production business ("Contractor"). RECITALS City requires the professional services of a contractor that is experienced in video production for City marketing and communications, including but not limited to Web and video. 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. This is a non-exclusive contract and the professional services will be performed on a project-by-project basis. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Sco~e of Work. City retains Contractor to perform, and Contractor agrees to render, those services (the 'Services? that are defined in Exhibit "A, attached hereto and incorporated herein by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement is for three (3) years, commencing on the date first written above, with an optional two (2) year extension for a total of five (5) years. This Agreement may be amended in writing by mutual consent of the City and Contractor. 3. Compensation. The cumulative total for all projects allowed pursuant to this Agreement shall not exceed twenty thousand dollars ($20,000) per Agreement year. Hourly rates will be billed based upon the type of service provided. (1) Video production services: thirty-five dollars ($35) per hour. Fees will be paid on a project task basis and will be based on Contractor's schedule of rates specified above. Contractor shall prepare and submit to City a detailed invoice identifying the services performed and the specified rate. Prior to initiation of any project work by Contractor, the City's communications department shall discuss the project and fee with the Contractor. Contractor must be available to perform the project services within the identified time parameters. Thereafter, the City Manager or Video Production Manager, as designee shall prepare a Project Task Description that specrfies the work to be performed by Contractor, together with the maximum fee for the project. The Contractor shall review and sign the Project Task Description and return it to the City's Communications Manager for signature. Once signed by all parties, the City will issue a Notice to Proceed to Contractor. If process payments are requested by Contractor, the Project Task Description shall set forth a schedule as to when payments are to be made based upon a percentage of the project completed or completion of specific project tasks or a combination thereof. City reserves the right to withhold a ten percent Clty Attorney Approved Version #11.28.06 1 (10%) retention until City has accepted the work andlor the Services specified in the Project Task Description. Contractor shall not add any additional contract terms or conditions in any Project Task Description. 4. Order of Preference. Some projects may require that a City Purchase Order or other document containing additional contract terms or conditions. In the event that a conflict arises between this Agreement, a Purchase Order, other contract document (excluding an amendment to this Agreement), or Project Task Description, the resolution of that conflict shall be resolved in the following order of preference: Agreement, Project Task Description, Purchase Order, other document. 5. 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. 6. Progress and Completion. The work for any project granted to'the Contractor pursuant to this Agreement will begin within a mutually agreed upon time after receipt of notification to proceed by the City and will be completed within the time specified in the Project Task Description for the project. In no event shall a speafic task exceed the term of this Agreement. 7. Ownership of Work(s1. Excepting such items which are specifically identified by Contractor as proprietary trade secrets, any and all sketches, drawings, tracings, field survey notes, computations, detail, and other materials and documents (collectively 'Work(s)") prepared by Contractor in the performance of this Agreement shall be the property of City from the moment of their preparation, and Contractor shall deliver such materials and documents to City, upon request. Contractor shall have the right to make duplicate copies of such materials and documents for its own file or for other purposes the City may agree as to in writing. 8. Titles and Copvriaht Assignment. Contractor and City intend this to be an Agreement for Services and each considers the deliverable product (Work) and results of the Services to be rendered by Contractor hereunder to be a work made-for-hire. Contractor acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive properly of City. If for any reason the Work would not be considered a work made-for-hire under applicable law, Contractor does hereby sell, assign, and transfer to City, its successors and assigns, the entire right, title and interest in and to the copyright in the Work and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. If the Work is one to which the provisions of 17 U.S.C. 106A apply, the Contractor hereby waives and appoints City to assert on the Contractor's behalf the Contractor's moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for City purposes. City Attorney Approved Version #I 1.28.06 2 Contractor agrees to execute all required documents and to perform such other proper acts, as City may deem necessary to secure for City or its designee the rights herein assigned. 9. Indemnification for Intellectual Property Infringement. Contractor 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 attomeys' fees, as provided herein, arising out of any claim that the Contractor's Works, products, services and/or deliverables, or any part of them, infringes upon or otherwise violates any copyright, trade secret, trademark, service mark, patent, invention, proprietary information, or other rights of any third party, or that City's use of them otherwise violates this Section [collectively referred to for purposes of this Section as "lnfringement Claims(s)"l, by paying all amounts that a court finally awards or that Contractor agrees to in settlement of such lnfringement Claim(s), as well as any and all expenses or charges arising from such lnfringement 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 operation of the Contractor's Works, products, services and/or deliverables, or any part of them, becomes, or in Contractor's opinion is likely to become, the subject of an lnfringement Claim(s), City will permit Contractor, at Contractor's option and expense for all associated costs, either to procure the right for City to continue to use Contractor's Works, products, services andlor deliverables, or part thereof, or to replace or modify them with another item of comparable quality and performance capabilities to become non-infringing, provided such replacement or modification does not cause the product, services andlor deliverables, or any part thereof, to fail to comply with any of the requirements of this Agreement, including but not limited to, all functionality, technical specifications and performance warranties. In the event City's ongoing use of Contractor's Work's, products, services and/or deliverables, or any part of them, is the subject of any act by a third party arising from an lnfringement Claim that would preclude or impair City's use of Contractor's Works, products, services and/or deliverables (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 Contractor of such fact(s). Upon notice of such facts, Contractor shall procure the right for City to continue to use the Works, products, services andlor deliverables, or part thereof, or replace or modify the Works, products, services andlor deliverables of comparable quality and performance capabilities to become non-infringing. If Contractor fails to complete the remedial acts set forth above within forty-five (45) calendar days of the date of the written notice from City, City shall have the right to take such remedial acts it determines to be reasonable to mitigate any impairment of its use of Contractor's Works, products, services and/or deliverables or damages (hereafter referred to as "City's Remedial Actsn). Contractor shall indemnify City for all amounts paid and direct and indirect costs associated with Ctty's Remedial Acts. Failure by Contractor to pay such amounts within ten (10) calendar days of invoice by City shall, in addition to and cumulative to all other remedies, entitle City to immediately withhold payments due Contractor under this Agreement up to the amount paid in connection with City's Remedial Ads. 10. lndemnification - General. 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 attomeys fees arising out of the performance of the work City Attorney Approved Version #I 1.28.06 3 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. 11. 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 othewise 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. 12. Conflict of Interest. 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. 13. 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. 14. 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. City may terminate this agreement if City Council does not appropriate funds for subsequent agreement years. 15. 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, sea. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 16. 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. 17. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any City Attorney Approved Version #I 1.28.06 monies due or to become due under it, without the prior written consent of City. 18. 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. 19. Authorib. 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. CONTRACTOR CITY OF CA*SBAD, a municipal (e-mail ad&ss) (sign here) (print nameltitle) ATTEST: (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. Corwration, 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. City Attorney Approved Version #I 1.28.06 APPROVED AS TO FORM: RONALD R. BALL City Attorney By: City Attorney Approved Version #I 1.28.06 EXHIBIT "AJJ PROJECT TASK DESCRIPTION Each video production service Project Task Description issued to Contractor by City shall be made a part of this Agreement and shall be subject to the terms and conditions of this Agreement. City Attorney Approved Version #I 1.28.06